As filed with the Securities and Exchange Commission on August 8, 2017

Registration No. 333-218196​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 5
TO
FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

SWIFT TRANSPORTATION COMPANY
(to be renamed KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

upon consummation of the transaction described herein)

(Exact Name of Registrant as Specified in Its Charter)

2200 South 75th Avenue
Phoenix, Arizona 85043
(602) 269-9700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Mickey R. Dragash
Executive Vice President, General Counsel and Corporate Secretary
Swift Transportation Company
2200 South 75th Avenue
Phoenix, Arizona 85043
(602) 269-9700

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and completion of the merger of Bishop Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Swift Transportation Company (“Swift”), with and into Knight Transportation, Inc. (“Knight”), as described in the Agreement and Plan of Merger, dated as of April 9, 2017, among Swift, Knight and Merger Sub.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.   ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of  “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act   ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)             ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)          ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY — SUBJECT TO COMPLETION — DATED AUGUST 8, 2017

MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT

[           ], 2017​

Dear Stockholders of Knight Transportation, Inc. and Swift Transportation Company:

On April 9, 2017, Knight Transportation, Inc. (referred to as “Knight”) and Swift Transportation Company (referred to as “Swift”) entered into a merger agreement, pursuant to which they agreed to a combination transaction after which their respective businesses would be operated separately under a single combined company (referred to as the “combined company”). The combined company is expected to be North America’s premier truckload transportation company.

The transaction contemplated by the merger agreement (referred to as the “transaction”) will be implemented through several steps that will occur in immediate succession.

First, Swift’s current certificate of incorporation (referred to as the “Swift certificate of incorporation”) will be amended. As a result of this amendment, all of the outstanding shares of Swift’s Class B Common Stock, par value $0.01 per share (referred to as “class B shares of Swift”) (each of which is currently entitled to two votes per share), will convert into an equal number of shares of Swift’s Class A Common Stock, par value $0.01 per share (referred to as “class A shares of Swift”) (each of which is currently entitled to one vote per share), and immediately afterwards each outstanding class A share of Swift (including those class A shares into which the class B shares were converted) will be combined by means of a reverse stock split into 0.720 of a class A share of Swift (referred to as the “Reverse Stock Split”). As part of the amendment to its certificate of incorporation, Swift will change its name to “Knight-Swift Transportation Holdings Inc.”, which will be the name of the combined company.

Immediately after the amendment to Swift’s certificate of incorporation, a direct wholly owned subsidiary of Swift will merge with and into Knight, with Knight becoming a wholly owned subsidiary of the combined company (referred to as the “merger”). In the merger, each share of Knight Common Stock, par value $0.01 per share (referred to as a “Knight share”), issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive one class A share of Swift, also referred to as a “combined company share.”

Based on the closing price of the Knight shares on the New York Stock Exchange (referred to as the “NYSE”) on [           ], 2017, the latest practicable date before the date of the accompanying joint proxy statement/prospectus, the 0.720 of a combined company share that the Swift stockholders will receive in respect of each class A share of Swift would have a value of approximately $[      ].

After consummation of the transaction, Knight and Swift stockholders are expected to own approximately 46% and 54%, respectively, of the outstanding combined company shares. Knight shares currently trade on the NYSE under the symbol “KNX,” and class A shares of Swift currently trade on the NYSE under the symbol “SWFT.” Following the merger, there will be one class of shares of the combined company outstanding, which will be listed on the NYSE and is expected to trade under the symbol “KNX.” Based on the number of outstanding Knight shares and class A and class B shares of Swift (collectively referred to as the “Swift shares”) as of  [           ], 2017, the latest practicable date before the date of the accompanying joint proxy statement/prospectus, and the Knight and Swift equity awards expected to vest in connection with the transaction, a total of approximately [      ] combined company shares are expected to be outstanding immediately after the completion of the transaction.

In connection with the transaction, Knight will hold a special meeting of its stockholders and Swift will hold a special meeting of its stockholders.

At the Knight special meeting, Knight stockholders will be asked to consider and vote on, among other things, a proposal to approve the merger agreement and certain amendments to the certificate of incorporation of Swift, which after the merger will be the certificate of incorporation of the combined company (collectively referred to as the “Knight Required Proposals”). The Knight board of directors recommends that Knight stockholders vote “FOR” the Knight Required Proposals and “FOR” each of the other proposals to be considered at the Knight special meeting and described in the accompanying joint proxy statement/prospectus.

At the Swift special meeting, Swift stockholders will be asked to consider and vote on, among other things, the issuance of combined company shares to the Knight stockholders in connection with the transaction and amendments to the certificate of incorporation of Swift (collectively referred to as the “Swift Required Proposals”). The Swift board of directors recommends that Swift stockholders vote “FOR” the Swift Required Proposals and “FOR” each of the other proposals to be considered at the Swift special meeting and described in the accompanying joint proxy statement/prospectus.

Consummation of the transaction is conditioned on the approval of the Knight Required Proposals and the Swift Required Proposals. Your vote is very important. Whether or not you plan to attend the Knight special meeting or the Swift special meeting, as applicable, please promptly complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Submitting a proxy now will not prevent you from being able to vote in person at the Knight special meeting or the Swift special meeting, as applicable.

The obligations of Knight and Swift to consummate the transaction are subject to the satisfaction or waiver of several conditions set forth in the merger agreement, a copy of which is included as Annex A to the accompanying joint proxy statement/prospectus. The accompanying joint proxy statement/prospectus provides you with detailed information about the transaction. It also contains or references information about Knight and Swift and certain related matters. You are encouraged to read the accompanying document carefully. In particular, you should read the “Risk Factors” section beginning on page 37 of the accompanying joint proxy statement/prospectus for a discussion of the risks you should consider in evaluating the transaction and how they will affect you.

On behalf of the Knight board of directors and Swift board of directors, thank you for your consideration and continued support.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transaction or the securities to be issued in connection with the transaction or passed upon the adequacy or accuracy of the disclosure in the accompanying joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/prospectus is dated [           ], 2017 and is first being mailed to the Knight and Swift stockholders on or about [           ], 2017.

KNIGHT TRANSPORTATION, INC.
20002 North 19th Avenue
Phoenix, Arizona 85027

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [           ], 2017

To the Stockholders of Knight Transportation, Inc.:

A special meeting of stockholders of Knight Transportation, Inc. will be held at [      ] a.m. local time, on [           ], 2017, at Knight’s corporate headquarters located at 20002 North 19th Avenue, Phoenix, Arizona 85027 (referred to as the “Knight special meeting”), for the following purposes:

1.

to consider and act upon a proposal to approve the Agreement and Plan of Merger, dated as of April 9, 2017 (referred to as the “merger agreement”), by and among Knight, Swift Transportation Company and Bishop Merger Sub, Inc. (referred to as “Merger Sub”), a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus, and the merger and other transactions contemplated thereby (referred to as the “Knight Merger Proposal”);

​

2.

to consider and act upon a proposal to amend Swift’s certificate of incorporation (which will be the certificate of incorporation of the combined company) to provide for the classification of the combined company board of directors into three classes of directors with staggered terms of office (referred to as the “Knight Board Classification Proposal”);

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3.

to consider and act upon a proposal to amend Swift’s certificate of incorporation (which will be the certificate of incorporation of the combined company) to provide that stockholders of the combined company may take action by written consent, in lieu of holding a meeting, if such action is passed by a unanimous written consent signed by all stockholders entitled to vote (referred to as the “Knight Stockholder Written Consent Proposal,” with each of the Knight Board Classification Proposal and the Knight Stockholder Written Consent Proposal referred to as a “Knight Charter Amendment Proposal” and collectively as the “Knight Charter Amendment Proposals”);

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4.

to consider and act upon a proposal to approve the adjournment of the Knight special meeting to another date and place if necessary or appropriate to solicit additional votes in favor of any of the Knight Required Proposals (referred to as the “Knight Adjournment Proposal”); and

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5.

to consider and act upon a proposal to approve, on a non-binding, advisory basis, the compensation that may become payable to Knight’s named executive officers that is based on or otherwise relates to the transaction, as disclosed in “The Transaction — Interests of Knight’s Directors and Officers in the Transaction” of the accompanying joint proxy statement/prospectus (referred to as the “Knight Advisory Compensation Proposal” and, together with the Knight Required Proposals and the Knight Adjournment Proposal, the “Knight Proposals”).

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Approval of the Knight Merger Proposal requires the affirmative vote of a majority of the outstanding Knight shares and is a condition to the closing of the transaction. Approval of each Knight Charter Amendment Proposal requires the affirmative vote of a majority of the votes cast at the Knight special meeting by holders of Knight shares (assuming a quorum is present) and is a condition to the closing of the transaction. Approval of each of the Knight Adjournment Proposal and the Knight Advisory Compensation Proposal requires the affirmative vote of a majority of the votes cast at the Knight special meeting by holders of Knight shares (assuming a quorum is present).

Each of the Knight Proposals is described in more detail in the accompanying joint proxy statement/​prospectus, which you should read carefully in its entirety before you vote.

The Knight board of directors has set [           ], 2017 as the record date for the Knight special meeting. Only holders of record of Knight shares as of the close of business on [           ], 2017 will be entitled to notice of and to vote at the Knight special meeting and any adjournments thereof. Any stockholder entitled to attend and vote at the Knight special meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of Knight shares.

Your vote is very important. To ensure your representation at the Knight special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Please submit your proxy promptly whether or not you expect to attend the Knight special meeting. Submitting a proxy now will not prevent you from being able to vote in person at the Knight special meeting. If your Knight shares are held in the name of a bank, broker or other nominee, follow the instructions on the voting instruction card furnished to you by such bank, broker or other nominee.

The Knight board of directors has adopted and approved the merger agreement and the consummation of the transaction, and has determined that the merger agreement and the transaction are advisable, fair to, and in the best interests of Knight and its stockholders. It therefore unanimously recommends that you vote “FOR” the Knight Merger Proposal, “FOR” the Knight Board Classification Proposal, “FOR” the Knight Stockholder Written Consent Proposal, “FOR” the Knight Adjournment Proposal and “FOR” the Knight Advisory Compensation Proposal.

By Order of the Board of Directors,

Adam W. Miller
Secretary

Phoenix, Arizona
[           ], 2017

YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU EXPECT TO ATTEND THE KNIGHT SPECIAL MEETING IN PERSON, WE URGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) VIA THE INTERNET, (2) BY TELEPHONE OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED KNIGHT PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOU ATTEND THE KNIGHT SPECIAL MEETING AND WISH TO VOTE YOUR KNIGHT SHARES IN PERSON, YOU MAY DO SO AT ANY TIME PRIOR TO YOUR PROXY BEING EXERCISED. You may revoke your proxy or change your vote at any time before the Knight special meeting. If your Knight shares are held in the name of a bank, broker or other nominee holder of record, please follow the instructions on the voting instruction form furnished to you by such record holder.

We urge you to read the accompanying joint proxy statement/prospectus, including all documents incorporated by reference into the accompanying joint proxy statement/prospectus, and its annexes and exhibits carefully and in their entirety. If you have any questions concerning the merger agreement, the transaction, the Knight Proposals, the Knight special meeting or the accompanying joint proxy statement/​prospectus, would like additional copies of the accompanying joint proxy statement/prospectus or need help voting your Knight shares, please contact:

Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
Stockholders and All Others Call Toll-Free: (888) 785-6617
Email: KnightTrans@okapipartners.com

or

Knight Transportation, Inc.
20002 North 19th Avenue
Phoenix, Arizona 85027
Attention: Investor Relations
Telephone: (800) 489-2000

SWIFT TRANSPORTATION COMPANY
2200 South 75th Avenue
Phoenix, Arizona 85043

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [           ], 2017

To the Stockholders of Swift Transportation Company:

We cordially invite you to attend a special meeting of the stockholders of Swift. The meeting will take place at Swift’s corporate offices which are located at 2200 S. 75th Avenue, Phoenix, Arizona 85043, on [                 ] at [      ], local time (referred to as the “Swift special meeting”), for the following purposes and to transact such other business that may properly come before the Swift special meeting or any reconvened meeting following any adjournment or postponement of the Swift special meeting:

1.

Share Issuance Proposal.   To consider and act upon a proposal to approve the issuance of class A shares of Swift in connection with the transaction (referred to as the “Share Issuance Proposal”);

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2.

Charter Amendment Proposals.   To consider and act upon five separate proposals to amend and restate Swift’s certificate of incorporation to:

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•

eliminate Swift’s current dual-class common stock structure by converting each issued and outstanding class B share of Swift into one class A share of Swift (referred to as the “Swift Share Reclassification”), which would remain as the only class of common stock outstanding at the closing of the transaction, with each class A share of Swift having one vote (this proposal is referred to herein as the “Reclassification Proposal”);

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•

immediately after the Swift Share Reclassification, consolidate, by means of a reverse stock split, each issued and outstanding class A share of Swift (including each class A share of Swift into which the class B shares of Swift were converted) into 0.720 of a class A share of Swift (this proposal is referred to herein as the “Reverse Stock Split Proposal”);

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•

provide for the classification of Swift’s board of directors into three classes of directors with staggered terms of office (this proposal is referred to herein as the “Board Classification Proposal”);

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•

provide that stockholders may take action by written consent, in lieu of holding a meeting, if such action is passed by a unanimous written consent signed by all stockholders entitled to vote (this proposal is referred to herein as the “Stockholder Written Consent Proposal”); and

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•

provide for certain additional changes as shown in Annex B to the attached joint proxy statement/prospectus, including a change in Swift’s corporate name to “Knight-Swift Transportation Holdings Inc.” (this proposal is referred to herein as the “Additional Amendments Proposal,” with each of the Reclassification Proposal, the Reverse Stock Split Proposal, the Board Classification Proposal, the Stockholder Written Consent Proposal and the Additional Amendments Proposal referred to as a “Charter Amendment Proposal” and collectively as the “Charter Amendment Proposals”).

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3.

Adjournment Proposal.   To consider and act upon a proposal to approve the adjournment of the Swift special meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the Share Issuance Proposal and the Charter Amendment Proposals if there are insufficient votes at the time of such adjournment to approve such proposals (this proposal is referred to herein as the “Swift Adjournment Proposal”).

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The approval by Swift stockholders of the Share Issuance Proposal and the Charter Amendment Proposals is a condition to the completion of the transaction. If any of the Share Issuance Proposal or the Charter Amendment Proposals is not approved and the applicable condition in the merger agreement is not waived, the transaction will not be completed.

Please refer to the accompanying joint proxy statement/prospectus for further information with respect to the business to be transacted at the Swift special meeting.

Holders of record of Swift shares at the close of business on [           ], 2017 are entitled to notice of, and to vote at, the Swift special meeting and any adjournments or postponements of the Swift special meeting.

To be approved, the Share Issuance Proposal requires the affirmative vote of a majority of the votes cast at the Swift special meeting by holders of class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes), assuming a quorum is present. To be approved, each Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes). To be approved, the Swift Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast at the Swift special meeting by holders of class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes), assuming a quorum is present.

Your vote is important. Whether or not you expect to attend the Swift special meeting in person, we urge you to vote your Swift shares as promptly as possible by: (1) accessing the Internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your Swift shares may be represented and voted at the Swift special meeting. If your Swift shares are held in the name of a bank, broker or other fiduciary, please follow the instructions on the voting instruction card furnished by the record holder.

Swift’s board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Share Issuance Proposal, “FOR” each of the Charter Amendment Proposals and “FOR” the Swift Adjournment Proposal.

By Order of the Board of Directors,
   
Mickey R. Dragash, Executive Vice President,
General Counsel and Corporate Secretary
   
[           ], 2017
Phoenix, Arizona

YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU EXPECT TO ATTEND THE SWIFT SPECIAL MEETING IN PERSON, WE URGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) VIA THE INTERNET, (2) BY TELEPHONE OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED SWIFT PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOU ATTEND THE SWIFT SPECIAL MEETING AND WISH TO VOTE YOUR SWIFT SHARES IN PERSON, YOU MAY DO SO AT ANY TIME PRIOR TO THE CLOSING OF THE POLLS AT THE SPECIAL MEETING. You may revoke your proxy or change your vote at any time before the Swift special meeting. If your Swift shares are held in the name of a bank, broker or other nominee holder of record, please follow the instructions on the voting instruction form furnished to you by such record holder.

We urge you to read the accompanying joint proxy statement/prospectus, including all documents incorporated by reference into the accompanying joint proxy statement/prospectus, and its annexes and exhibits carefully and in their entirety. If you have any questions concerning the merger agreement, the transaction, the adjournment vote, the Swift special meeting or the accompanying joint proxy statement/​prospectus, would like additional copies of the accompanying joint proxy statement/prospectus or need help voting your Swift shares, please contact:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Call Toll-Free: (888) 750-5834
Banks and Broker: (212) 750-5833

or

Swift Transportation Company
2200 South 75th Avenue
Phoenix, Arizona 85043
Attention: Investor Relations
Telephone: (602) 477-7052

ADDITIONAL INFORMATION

The accompanying joint proxy statement/prospectus incorporates by reference important business and financial information about Knight and Swift from other documents that are not included in or delivered with the accompanying joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into the accompanying joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

Investors may also consult the websites of Knight or Swift for more information concerning the merger and other transactions described in the accompanying joint proxy statement/prospectus. The website of Knight is www.knighttrans.com and the website of Swift is www.swifttrans.com. Information included on these websites is not incorporated by reference into the accompanying joint proxy statement/prospectus.

If you would like to request any documents, please do so by [           ], 2017, in order to receive them before the special meetings.

For a more detailed description of the information incorporated by reference in the accompanying joint proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information.”

TABLE OF CONTENTS

i

ii

iii

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE SPECIAL MEETINGS

The following are brief answers to certain questions that you may have regarding the merger agreement, the transaction, the Knight special meeting, the Swift special meeting and the consideration to be received in the transaction. You are urged to read carefully this entire joint proxy statement/prospectus because the information in this section may not provide all of the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes and exhibits to, and the documents incorporated by reference into, this joint proxy statement/prospectus. See “ Where You Can Find More Information.” Certain terms used in this joint proxy statement/prospectus are defined in the cover letters attached hereto.

Q:

What is the proposed transaction?

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A:

On April 9, 2017, Knight and Swift entered into the merger agreement pursuant to which they agreed to a combination transaction after which their respective businesses would be operated separately under a single combined company.

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The transaction will be implemented through several steps that will occur in immediate succession.

First, Swift’s certificate of incorporation will be amended. As a result of this amendment, all of the outstanding class B shares of Swift (each of which is currently entitled to two votes) will convert into an equal number of shares of class A shares of Swift (each of which is currently entitled to one vote) pursuant to the Swift Share Reclassification and immediately afterwards each outstanding class A share of Swift (including those class A shares into which the class B shares were converted) will be combined by means of a reverse stock split into 0.720 (referred to as the “share consolidation ratio”) of a class A share of Swift pursuant to the Reverse Stock Split. As part of the amendment to its certificate of incorporation, Swift will change its name to “Knight-Swift Transportation Holdings Inc.”, which will be the name of the combined company.

Immediately after the amendment to Swift’s certificate of incorporation, a direct wholly owned subsidiary of Swift will merge with and into Knight, with Knight becoming a wholly owned subsidiary of the combined company. In the merger, each Knight share issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive one (referred to as the “merger exchange ratio”) class A share of Swift, also referred to as a “combined company share” (such consideration being referred to as the “merger consideration”).

After consummation of the transaction, the Knight and Swift stockholders are expected to own approximately 46% and 54%, respectively, of the outstanding combined company shares. Following the completion of the transaction, there will be one class of combined company shares outstanding, which will be listed on the NYSE and is expected to trade under the symbol “KNX.”

Q:

Why am I receiving this joint proxy statement/prospectus?

​

A:

Each of Knight and Swift is sending these materials to its respective stockholders to help them decide how to vote their Knight shares or Swift shares, as the case may be, with respect to the matters to be considered at the Knight special meeting and the Swift special meeting, respectively.

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Consummation of the transaction requires affirmative votes by both Knight and Swift stockholders. To obtain these required approvals, Knight will hold the Knight special meeting to ask its stockholders to approve the Knight Required Proposals, and Swift will hold the Swift special meeting to ask its stockholders to approve the Swift Required Proposals.

Further information about the Knight special meeting, the Swift special meeting and the transaction is contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus constitutes both a joint proxy statement of Knight and Swift and a prospectus of Swift. It is a joint proxy statement because the Knight board of directors is soliciting proxies from its stockholders, and the Swift board of directors is soliciting proxies from its stockholders, using this joint proxy statement/​prospectus. It is a prospectus because Swift, in connection with the merger agreement, is offering its class A shares (which will become combined company shares in the merger) in exchange for the outstanding Knight shares.

1

The enclosed proxy materials allow you to submit a proxy by telephone or vote your shares over the Internet without attending your respective company’s special meeting in person.

Your vote is very important. You are encouraged to submit your proxy by telephone or vote your shares over the Internet as soon as possible, even if you do plan to attend the Knight special meeting or the Swift special meeting in person.

Q:

What will Swift stockholders receive in the transaction?

​

A:

Immediately prior to the merger, (i) all of the outstanding class B shares of Swift will convert into an equal number of class A shares of Swift and (ii) immediately afterwards, each outstanding class A share of Swift will be combined by means of the Reverse Stock Split into 0.720 of a class A share of Swift, which will become combined company shares in the merger. No holder of class A shares of Swift will be issued fractional shares in the Reverse Stock Split. Each holder of class A shares of Swift subject to the Reverse Stock Split who would otherwise have been entitled to receive a fraction of a combined company share (after aggregating all shares held by such holder) will receive cash in an amount equal to the product of  (i) such fractional share interest and (ii) the closing price of a combined company share on the NYSE on the date the Reverse Stock Split occurs (or such other amount in cash as determined by the combined company board of directors to be equitable) (such amount of cash referred to as the “Swift fractional share consideration”).

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Q:

What will Knight stockholders receive in the transaction?

​

A:

In the merger, each Knight share issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive one combined company share.

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Q:

When will the transaction be consummated?

​

A:

The transaction is expected to be consummated during the third quarter of 2017. However, neither Knight nor Swift can predict the actual date on which the transaction will be consummated, or whether it will be consummated, because the transaction is subject to factors beyond each company’s control. See “The Transaction Agreements — Description of the Merger Agreement — Conditions to Completion of the Transaction.”

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Q:

What are the conditions to the consummation of the transaction?

​

A:

In addition to approval of the Knight Required Proposals by Knight stockholders and approval of the Swift Required Proposals by Swift stockholders, consummation of the transaction is subject to the satisfaction or, to the extent permitted by applicable law, waiver of a number of other conditions. See “The Transaction Agreements — Description of the Merger Agreement — Conditions to Completion of the Transaction.”

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Q:

What effect will the merger have on Knight and Swift?

​

A:

At the effective time of the merger, Merger Sub will merge with and into Knight, with Knight becoming a wholly owned subsidiary of the combined company. Following the consummation of the transaction, Knight shares will no longer be listed on the NYSE or any other stock exchange or quotation system, and Knight will cease to be a publicly traded company.

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Swift shares, which will be combined company shares as of the consummation of the transaction, will continue to be registered and subject to reporting obligations under the Exchange Act following the consummation of the transaction. In the transaction, Swift will change its name to “Knight-Swift Transportation Holdings Inc.” The combined company shares will continue to be listed on the NYSE and are expected to trade under the symbol “KNX” following the transaction.

Q:

Who will serve as the directors and senior officers of the combined company?

​

A:

At the effective time of the merger, the board of directors of the combined company will consist of all of the directors of the Knight board of directors immediately prior to the closing and four of the

​

2

directors of the Swift board of directors immediately prior to the closing. Jerry Moyes will initially be entitled to designate two directors reasonably acceptable to the board of directors of the combined company, one of whom must be independent, with his initial designees being Glenn Brown and Jerry Moyes. To be considered independent for this purpose, the designee must qualify as an “independent director” under both (a) the rules of the NYSE (which requires, for a director to be considered independent, that, among other things, the company’s board of directors must affirmatively determine the director has no material relationship with the company), and (b) Rule 10A-3 under the Exchange Act (which requires for a director to be independent that he or she not accept any consulting, advisory or other compensatory fee from, and not be an affiliated person of, the company). The remaining two directors were chosen by the Swift board of directors and will be Richard Dozer and David Vander Ploeg.

As of the closing of the transaction, Kevin Knight will be appointed as Executive Chairman of the board of directors of the combined company and Gary Knight will be appointed as Vice Chairman. The executive team of the combined company will be led by Kevin Knight as Executive Chairman, David Jackson as Chief Executive Officer and Adam Miller as Chief Financial Officer. Jerry Moyes will serve as a non-employee senior advisor to Kevin Knight and Gary Knight.

Q:

Who is entitled to vote?

​

A:

Knight:   The Knight board of directors has fixed the close of business on [           ], 2017 as the record date of the Knight special meeting (referred to as the “Knight record date”). If you were a holder of record of Knight shares as of the close of business on [           ], 2017, you are entitled to receive notice of and to vote at the Knight special meeting and any adjournments thereof.

​

Swift:   The Swift board of directors has fixed the close of business on [           ], 2017 as the record date of the Swift special meeting (referred to as the “Swift record date”). If you were a holder of record of Swift shares as of the close of business on [           ], 2017, you are entitled to receive notice of and to vote at the Swift special meeting and any adjournments thereof.

Q:

What are Knight stockholders being asked to vote on?

​

A:

At the Knight special meeting, Knight stockholders will be asked to approve the following items:

​

1.

the Knight Merger Proposal;

​

2.

the Knight Board Classification Proposal;

​

3.

the Knight Stockholder Written Consent Proposal;

​

4.

the Knight Adjournment Proposal; and

​

5.

the Knight Advisory Compensation Proposal.

​

Approval of the Knight Required Proposals is required for consummation of the transaction. Neither the approval of the Knight Adjournment Proposal nor the approval of the Knight Advisory Compensation Proposal is required for consummation of the transaction.

No other matters are intended to be brought before the Knight special meeting by Knight.

Q:

What vote is required to approve each proposal at the Knight special meeting?

​

A:

1.

Knight Merger Proposal:   Approval of the Knight Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding Knight shares. For the Knight Merger Proposal, an abstention or a failure to vote will have the same effect as a vote cast “AGAINST” this proposal.

​

2.

Knight Board Classification Proposal:   Approval of the Knight Board Classification Proposal requires the affirmative vote of the holders of a majority of all votes cast by Knight stockholders

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3

present in person or by proxy and entitled to vote at the Knight special meeting, assuming a quorum is present. For the Knight Board Classification Proposal, an abstention or a failure to vote will not be counted as a vote in favor of or against this proposal.

3.

Knight Stockholder Written Consent Proposal:   Approval of the Knight Stockholder Written Consent Proposal requires the affirmative vote of the holders of a majority of all votes cast by Knight stockholders present in person or by proxy and entitled to vote at the Knight special meeting, assuming a quorum is present. For the Knight Stockholder Written Consent Proposal, an abstention or a failure to vote will not be counted as a vote in favor of or against this proposal.

​

4.

Knight Adjournment Proposal:   Approval of the Knight Adjournment Proposal requires the affirmative vote of the holders of a majority of all votes cast by Knight stockholders present in person or by proxy and entitled to vote at the Knight special meeting, assuming a quorum is present. For the Knight Adjournment Proposal, an abstention or a failure to vote will not be counted as a vote in favor of or against this proposal.

​

5.

Knight Advisory Compensation Proposal:   Approval of the Knight advisory compensation proposal requires the affirmative vote of the holders of a majority of all votes cast by Knight stockholders present in person or by proxy and entitled to vote at the Knight special meeting, assuming a quorum is present. For the Knight Advisory Compensation Proposal, an abstention or a failure to vote will not be counted as a vote in favor of or against this proposal.

​

Q:

How does the Knight board of directors recommend Knight stockholders vote?

​

A:

The Knight board of directors has determined that the merger agreement and the transaction are advisable, fair to, and in the best interests of, Knight and its stockholders, and has approved and adopted the merger agreement and the transaction. The Knight board of directors therefore unanimously recommends that the Knight stockholders vote their Knight shares:

​

1.

“FOR” the Knight Merger Proposal;

​

2.

“FOR” the Knight Board Classification Proposal;

​

3.

“FOR” the Knight Stockholder Written Consent Proposal;

​

4.

“FOR” the Knight Adjournment Proposal; and

​

5.

“FOR” the Knight Advisory Compensation Proposal.

​

Q:

Are there any risks about the transaction or Swift’s business that Knight stockholders should consider in deciding whether to vote on the Knight Proposals?

​

A:

Yes. Before making any decision on whether and how to vote, Knight stockholders are urged to read carefully and in its entirety the information contained in “Risk Factors” beginning on page 37 of this joint proxy statement/prospectus. Knight stockholders should also read and carefully consider the risk factors of Knight and Swift and the other risk factors that are incorporated by reference into this joint proxy statement/prospectus.

​

Q:

Do any of Knight’s directors or executive officers have interests in the transaction that may be different from, or in addition to, those of Knight stockholders?

​

A:

Yes. Knight’s directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Knight stockholders. See “The Transaction — Interests of Knight’s Directors and Officers in the Transaction.” The members of the Knight board of directors were aware of and considered these interests, among other matters, in evaluating the merger agreement and the transaction, and in recommending that the Knight stockholders approve the Knight Proposals.

​

Q:

What are Swift stockholders being asked to vote on?

​

A:

At the Swift special meeting, Swift stockholders will be asked to approve the following items:

​

1.

the Share Issuance Proposal;

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4

2.

five separate proposals to amend and restate Swift’s certificate of incorporation, including:

​

•

the Reclassification Proposal;

​

•

the Reverse Stock Split Proposal;

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•

the Board Classification Proposal;

​

•

the Stockholder Written Consent Proposal; and

​

•

the Additional Amendments Proposal; and

​

3.

the adjournment of the Swift special meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the Share Issuance Proposal and the Charter Amendment Proposals if there are insufficient votes at the time of such adjournment to approve such proposals.

​

The approval by Swift stockholders of the Share Issuance Proposal and the Charter Amendment Proposals is a condition to the completion of the transaction. If any of the Share Issuance Proposal or the Charter Amendment Proposals is not approved and the applicable condition in the merger agreement is not waived, the transaction will not be completed.

No other matters are intended to be brought before the Swift special meeting by Swift.

Q:

What vote is required to approve each proposal at the Swift special meeting?

​

A:

1.

Share Issuance Proposal:   To be approved, the Share Issuance Proposal requires the affirmative vote of a majority of the votes cast at the Swift special meeting by holders of class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes), assuming a quorum is present. For the Share Issuance Proposal, an abstention will have the same effect as a vote cast “AGAINST” this proposal and a failure to vote will not be counted as a vote in favor or against this proposal.

​

2.

Charter Amendment Proposals:   Approval of each Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding class A shares of Swift and class B shares of Swift, voting together (with each class A share entitled to one vote per share and each class B share entitled to two votes per share). For each Charter Amendment proposal, an abstention or a failure to vote will have the same effect as a vote cast “AGAINST” such proposal.

​

3.

Swift Adjournment Proposal:   Approval of the Swift Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast at the Swift special meeting by holders of class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes), assuming a quorum is present. For the Swift Adjournment Proposal, an abstention or a failure to vote will not be counted as a vote in favor of or against this proposal.

​

Q:

How does the Swift board of directors recommend Swift stockholders vote?

​

A:

The Swift board of directors has approved the merger agreement and determined that the merger agreement and the transaction are advisable and in the best interests of Swift and its stockholders. The Swift board of directors recommends that the Swift stockholders vote their Swift shares:

​

1.

“FOR” the Share Issuance Proposal;

​

2.

“FOR” the Reclassification Proposal;

​

3.

“FOR” the Reverse Stock Split Proposal;

​

4.

“FOR” the Board Classification Proposal;

​

5.

“FOR” the Stockholder Written Consent Proposal;

​

5

6.

“FOR” the Additional Amendments Proposal; and

​

7.

“FOR” the Swift Adjournment Proposal.

​

Q:

Are there any risks about the transaction or Knight’s business that Swift stockholders should consider in deciding whether to vote on the Swift Proposals?

​

A:

Yes. Before making any decision on whether and how to vote, Swift stockholders are urged to read carefully and in its entirety the information contained in “Risk Factors” beginning on page 37 of this joint proxy statement/prospectus. Swift stockholders should also read and carefully consider the risk factors of Knight and Swift and the other risk factors that are incorporated by reference into this joint proxy statement/prospectus.

​

Q:

Do any of Swift’s directors or executive officers have interests in the transaction that may be different from, or in addition to, those of Swift stockholders?

​

A:

Yes. Swift’s directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Swift stockholders. See “The Transaction — Interests of Swift’s Directors and Officers in the Transaction.” The members of the Swift board of directors were aware of and considered these interests, among other matters, in evaluating the merger agreement and the transaction, and in recommending that the Swift stockholders approve the Swift Proposals.

​

Q:

What do I need to do now?

​

A:

After carefully reading and considering the information contained in this joint proxy statement/​prospectus, please submit your proxy or voting instruction card for your Knight shares or Swift shares, as applicable, as soon as possible so that your shares will be represented at your respective company’s special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction card provided by your bank, broker or other nominee if your shares are held in “street name” through your bank, broker or other nominee.

​

Q:

How do I vote?

​

A:

If you are a stockholder of record of Knight as of the Knight record date, or a stockholder of record of Swift as of the Swift record date, you may submit your proxy before your respective company’s special meeting in one of the following ways:

​

1.

visit the website shown on your proxy card to submit your proxy via the Internet;

​

2.

call the toll-free number for telephone proxy submission shown on your proxy card; or

​

3.

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

​

You may also cast your vote in person at your respective company’s special meeting.

If your shares are held in “street name,” through a bank, broker or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. Please follow the voting instructions provided by your bank, broker or other nominee. “Street name” stockholders who wish to vote in person at the meeting will need to obtain a “legal proxy” from their bank, broker or other nominee.

Q:

How many votes do I have?

​

A:

Knight:   You are entitled to one vote for each Knight share that you owned as of the close of business on the Knight record date. As of the close of business on the Knight record date, [      ] Knight shares were outstanding and entitled to vote at the Knight special meeting.

​

Swift:   You are entitled to one vote for each class A share of Swift and two votes for each class B share of Swift that you owned as of the close of business on the Swift record date. As of the close of business on the Swift record date, [      ] class A shares (representing [      ] votes) and [      ] class B shares (representing [      ] votes) were outstanding and entitled to vote at the Swift special meeting.

6

Q:

Are any Knight stockholders already committed to vote in favor of the Knight Required Proposals? Are any Swift stockholders already committed to vote in favor of the Swift Required Proposals?

​

A:

Knight:   Yes. Gary Knight and The Gary J. Knight Revocable Living Trust dated May 19, 1993, as amended, (collectively referred to as the “Gary Knight Supporting Stockholders”), who collectively hold approximately 6% of the issued and outstanding Knight shares, have entered into a voting and support agreement with Swift (referred to as the “Gary Knight Support Agreement”) and Kevin Knight and The Kevin and Sydney Knight Revocable Living Trust dated March 25, 1994, as amended, (collectively referred to as the “Kevin Knight Supporting Stockholders” and, together with the Gary Knight Supporting Stockholders, the “Knight Supporting Stockholders”), who collectively hold approximately 3.4% of the issued and outstanding Knight shares, have entered into a voting and support agreement with Swift (referred to as the “Kevin Knight Support Agreement” and, together with the Gary Knight Support Agreement, the “Knight Support Agreements”), in which they have agreed to vote their Knight shares in favor of the Knight Merger Proposal. The Knight Support Agreements were filed as an exhibit to the registration statement to which this joint proxy statement/​prospectus relates and are incorporated by reference into this joint proxy statement/prospectus.

​

Swift:   Yes. Jerry Moyes, Vickie Moyes, the Jerry and Vickie Moyes Family Trust, and two of Mr. and Mrs. Moyes’ adult children (referred to, collectively, as the “Swift Supporting Stockholders”), who collectively hold approximately 55% of the voting power of the outstanding Swift shares, entered into a voting and support agreement with Knight (referred to as the “Swift Support Agreement”), in which they have agreed to vote their Swift shares in favor of the Swift Required Proposals. The Swift Support Agreement was filed as an exhibit to the registration statement to which this joint proxy statement/​prospectus relates and is incorporated by reference into this joint proxy statement/prospectus.

Q:

What if I sell my Knight shares before the Knight special meeting, or I sell my Swift shares before the Swift special meeting?

​

A:

Knight:   If you transfer your Knight shares after the Knight record date but before the Knight special meeting, you will, unless you provide the transferee of your shares with a proxy, retain your right to vote at the Knight special meeting, but will have transferred the right to receive the merger consideration. In order to receive combined company shares as a result of the transaction, you must hold your Knight shares through the effective time of the merger.

​

Swift:   If you transfer your Swift shares after the Swift record date but before the Swift special meeting, you will, unless you provide the transferee of your shares with a proxy, retain your right to vote at the Swift special meeting, but will have transferred the right to receive 0.720 of a combined company share (and any cash in lieu of fractional shares) for each Swift share pursuant to the transaction. In order to receive combined company shares as a result of the transaction, you must hold your Swift shares through the effective time of the merger.

Q:

Should I send in my Knight stock certificates now?

​

A:

No. To the extent Knight stockholders have certificated shares, such Knight stockholders should keep their existing stock certificates at this time. After the merger is consummated, Knight stockholders will receive from the exchange agent a letter of transmittal and written instructions for exchanging their stock certificates for combined company shares.

​

The combined company will not issue stock certificates in respect of any combined company shares, except as required by law. Knight stockholders who are entitled to receive the merger consideration will receive combined company shares in book entry form.

Q:

Am I required to send in my Swift stock certificates?

​

A:

No. After the consummation of the transaction, stock certificates and book-entry shares that immediately prior to the transaction represented outstanding Swift shares will represent the number of combined company shares that the holders of such shares are entitled to receive with respect to such shares as a result of the transaction.

​

7

The combined company will not issue stock certificates in respect of any combined company shares, except as required by law. Combined company shares will be issued in book entry form.

Q:

When and where are the Knight special meeting and the Swift special meeting?

​

A:

Knight:   The Knight special meeting will be held at 20002 North 19th Avenue, Phoenix, Arizona 85027, at [      ] (local time), on [           ], 2017.

​

Swift:   The Swift special meeting will be held at 2200 South 75th Avenue, Phoenix, Arizona 85043, at [      ] (local time), on [           ], 2017.

Q:

What constitutes a quorum?

​

A:

Knight:   The presence of the holders of Knight shares representing a majority of the voting power of all issued and outstanding Knight shares and entitled to vote at the Knight special meeting, in person or represented by proxy, is necessary to constitute a quorum at the Knight special meeting. Abstentions will be counted as present and entitled to vote for purposes of determining a quorum. Because, as described below, it is expected that all proposals to be voted on at the Knight special meeting will be “non-routine” matters, broker non-votes (which are Knight shares held by banks, brokers or other nominees with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal), if any, will not be counted as present and entitled to vote for purposes of determining a quorum.

​

Swift:   Stockholders who hold a majority of the voting power of the Swift shares issued and outstanding on the record date who are entitled to vote must be present in person or represented by proxy to constitute a quorum at the Swift special meeting. Abstentions will be counted as present and entitled to vote for purposes of determining a quorum. Because, as described below, it is expected that all proposals to be voted on at the Swift special meeting will be “non-routine” matters, broker non-votes (which are Swift shares held by banks, brokers or other nominees with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal), if any, will not be counted as present and entitled to vote for purposes of determining a quorum.

Q:

If my shares are held in “street name” by a bank, broker or other nominee, will my bank, broker or other nominee vote my shares for me?

​

A:

If your shares are held in “street name” in a stock brokerage account or by a bank or other nominee, you must provide your bank, broker or other nominee with instructions on how to vote your shares. Please follow the voting instructions provided by your bank, broker or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Knight or Swift or by voting in person at your respective company’s special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee.

​

Under the rules of the NYSE, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. Brokers are not allowed to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Knight special meeting and the Swift special meeting will be “non-routine” matters.

If you are a Knight stockholder and you do not instruct your bank, broker or other nominee on how to vote your shares:

•

your bank, broker or other nominee may not vote your shares on the Knight Merger Proposal, which will have the same effect as a vote “AGAINST” these proposals;

​

8

•

your bank, broker or other nominee may not vote your shares on the Knight Charter Amendment Proposals, the Knight Adjournment Proposal or the Knight Advisory Compensation Proposal, which will have no effect on the vote counts for these proposals; and

​

•

your shares will not be counted towards determining whether a quorum is present.

​

If you are a Swift stockholder and you do not instruct your bank, broker or other nominee on how to vote your shares:

•

your bank, broker or other nominee may not vote your shares on the Charter Amendment Proposals, which will have the same effect as a vote “AGAINST” these proposals;

​

•

your bank, broker or other nominee may not vote your shares on the Share Issuance Proposal or the Swift Adjournment Proposal, which will have no effect on the vote counts for these proposals; and

​

•

your shares will not be counted towards determining whether a quorum is present.

​

Q:

What if I do not vote?

​

A:

If you are a Knight stockholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote on the Knight Merger Proposal, or if you respond with an “abstain” vote on the Knight Required Proposals, this will have the same effect as a vote cast “AGAINST” the Knight Merger Proposal.

​

If you are a Knight stockholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote, or if you respond with an “abstain” vote on any of the Knight Proposals (other than the Knight Merger Proposal), this will have no effect on the vote count for such proposals.

If you fail to vote, fail to submit a proxy or fail to properly instruct your bank, broker or other nominee how to vote with respect to any of the Knight Proposals, your shares will not count towards determining whether a quorum is present. However, if you respond with an “abstain” vote on any of the Knight Proposals, or vote on one or more of the Knight Proposals, your shares will count towards determining whether a quorum is present.

If you are a Swift stockholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote, or if you respond with an “abstain” vote on any Charter Amendment Proposal, this will have the same effect as a vote cast “AGAINST” such Charter Amendment Proposal.

If you are a Swift stockholder and you fail to vote, fail to submit a proxy or fail to properly instruct your bank, broker or other nominee how to vote, or if you respond with an “abstain” vote on any of the Swift Proposals (other than the Charter Amendment Proposals), this will have no effect on the vote count for such proposals.

If you fail to vote, fail to submit a proxy or fail to properly instruct your bank, broker or other nominee how to vote with respect to any of the Swift Proposals, your shares will not count towards determining whether a quorum is present. However, if you respond with an “abstain” vote on any of the Swift Proposals, your shares will count towards determining whether a quorum is present.

An abstention occurs when a stockholder attends the applicable meeting in person and does not vote or returns a proxy or voting instruction card with an “abstain” vote.

Please note that if you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal (and you do not change your vote after delivering your proxy or voting instruction card), the Knight shares represented by your proxy will be voted “FOR” each Knight Proposal in accordance with the recommendation of the Knight board of directors, or the Swift shares represented by your proxy will be voted “FOR” each Swift Proposal in accordance with the recommendation of the Swift board of directors. See the Q&A below entitled “May I change my vote after I have delivered my proxy or voting instruction card?” for further information on how to change your vote.

9

Your vote is very important. Whether or not you plan to attend the Knight special meeting or the Swift special meeting, as applicable, please promptly complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet.

Q:

May I change my vote after I have delivered my proxy or voting instruction card?

​

A:

Knight:   As a Knight stockholder, you may change your vote or revoke a proxy at any time before your proxy is voted at the Knight special meeting. If you are a Knight stockholder of record, you can do this by:

​

•

sending a written notice of revocation that is received by Knight prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Knight special meeting, stating that you would like to revoke your proxy, to:

​

Secretary
Knight Transportation, Inc.
20002 North 19th Avenue
Phoenix, Arizona 85027

•

submitting a new proxy bearing a later date (by Internet, telephone or mail) that is received by Knight prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Knight special meeting; or

​

•

attending the Knight special meeting and voting in person.

​

Attending the Knight special meeting will not automatically revoke a proxy that was submitted through the Internet or by telephone or mail. If you wish to change your vote at the Knight special meeting, you must vote by ballot at such meeting to change your vote.

If you are a Knight stockholder whose shares are held in “street name” by a bank, broker or other nominee, you may revoke your proxy and vote your shares in person at the Knight special meeting only in accordance with applicable rules and procedures as employed by such bank, broker or other nominee. If your shares are held in an account at a bank, broker or other nominee, you should contact your bank, broker or other nominee to change your vote.

Swift:   As a Swift stockholder, you may change your vote or revoke a proxy at any time before your proxy is voted at the Swift special meeting. If you are a Swift stockholder of record, you can do this by:

•

sending a written notice of revocation that is received by Swift prior to 11:59 p.m. (U.S. Mountain Standard Time) on the day preceding the Swift special meeting, stating that you would like to revoke your proxy, to:

​

Corporate Secretary, Executive Vice President and General Counsel
Swift Transportation Company
2200 South 75th Avenue
Phoenix, Arizona 85043

•

submitting a new proxy bearing a later date (by Internet, telephone or mail) that is received by Swift prior to 11:59 p.m. (U.S. Mountain Standard Time) on the day preceding the Swift special meeting; or

​

•

attending the Swift special meeting and voting in person.

​

Attending the Swift special meeting will not automatically revoke a proxy that was submitted through the Internet or by telephone or mail. If you wish to change your vote at the Swift special meeting, you must vote by ballot at such meeting to change your vote.

If you are a Swift stockholder whose shares are held in “street name” by a bank, broker or other nominee, you may revoke your proxy and vote your shares in person at the Swift special meeting only in accordance with applicable rules and procedures as employed by such bank, broker or other nominee. If your shares are held in an account at a bank, broker or other nominee, you should contact your bank, broker or other nominee to change your vote.

10

Q:

What should I do if I receive more than one set of voting materials?

​

A:

Knight and Swift stockholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold Knight shares or Swift shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Knight shares or Swift shares and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both Knight shares and Swift shares, you will receive one or more separate proxy cards or voting instruction cards for each company. Therefore, if you are a record holder, please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every Knight share and/or every Swift share that you own.

​

Q:

Where can I find the voting results of the Knight special meeting and the Swift special meeting?

​

A:

Preliminary voting results are expected to be announced at the Knight special meeting and the Swift special meeting and may be set forth in a press release of Knight or Swift after the Knight special meeting and the Swift special meeting, respectively. Final voting results for the Knight special meeting and the Swift special meeting are expected to be published in Current Reports on Form 8-K to be filed by Knight and Swift with the SEC within four business days after the Knight special meeting and the Swift special meeting, as applicable.

​

Q:

Are Knight stockholders entitled to dissenters’ rights?

​

A:

No. Under Arizona law, Knight stockholders will not be entitled to exercise any dissenters’ rights in connection with the transaction.

​

Q:

Are Swift stockholders entitled to appraisal rights?

​

A:

No. Swift stockholders are not entitled to appraisal rights under Delaware law in connection with the transaction.

​

Q:

What are the material U.S. federal income tax consequences of the Reverse Stock Split to U.S. Holders of Swift shares?

​

A:

A U.S. Holder (as defined under “Material U.S. Federal Income Tax Consequences”) of Swift shares generally will not recognize gain or loss upon the Reverse Stock Split, except with respect to cash received in lieu of a fractional Swift share. A U.S. Holder’s aggregate tax basis in the Swift shares received pursuant to the Reverse Stock Split will equal the aggregate tax basis of the Swift shares surrendered (excluding any portion of such basis that is allocated to a fractional Swift share), and such U.S. Holder’s holding period in the Swift shares received will include the holding period in the Swift shares surrendered.

​

Please review the information set forth in the section entitled “Material U.S. Federal Income Tax Consequences” for a more complete description of the material U.S. federal income tax consequences of the Reverse Stock Split. The tax consequences to you of the Reverse Stock Split will depend on your particular facts and circumstances. Please consult your own tax advisors as to the specific tax consequences to you of the Reverse Stock Split.

Q:

What are the material U.S. federal income tax consequences of the merger to U.S. Holders of Knight shares?

​

A:

Swift and Knight intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (referred to as the “Code”). It is a condition to Swift’s obligation to complete the merger that Swift receive an opinion from Kirkland & Ellis LLP (referred to as “Kirkland”), to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and it is a condition to Knight’s obligation to complete the merger that Knight receive an opinion from Fried, Frank, Harris, Shriver & Jacobson LLP (referred to

​

11

as “Fried Frank”), to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Accordingly, U.S. Holders of Knight shares generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Knight shares for combined company shares in the merger.

Please review the information set forth in the section entitled “Material U.S. Federal Income Tax Consequences” for a more complete description of the material U.S. federal income tax consequences of the merger. The tax consequences to you of the merger will depend on your particular facts and circumstances. Please consult your own tax advisors as to the specific tax consequences to you of the merger.

Q:

What happens if the trading price of Knight shares or class A shares of Swift changes before the closing of the transaction?

​

A:

No change will be made to the merger exchange ratio or the share consolidation ratio if the trading price of Knight shares or class A shares of Swift changes before the closing of the transaction. Accordingly, the exact value of the combined company shares to be received by the Knight stockholders and the Swift stockholders in the transaction will depend in part on the trading prices of Knight shares and class A shares of Swift at the closing of the transaction.

​

Q:

What happens if the transaction is not consummated?

​

A:

If the transaction is not consummated, class B shares of Swift will not be subject to the Swift Share Reclassification, Swift shares will not be subject to the Reverse Stock Split and Knight stockholders will not receive the merger consideration for their Knight shares. Instead, Swift and Knight will remain independent public companies and the Knight shares and the class A shares of Swift will continue to be listed and traded on the NYSE. Under specified circumstances, Knight or Swift may be required to pay to, or be entitled to receive from, the other party a fee or reimbursement of expenses with respect to the termination of the merger agreement, as described under “The Transaction Agreements — Description of the Merger Agreement — Termination Fees and Expenses.”

​

Q:

Do I need identification to attend the Knight special meeting or Swift special meeting in person?

​

A:

Yes. Please bring proper identification, together with proof that you are a record owner of Knight shares or Swift shares. If your shares are held in “street name,” please bring acceptable proof of ownership, such as a letter from your broker or an account statement stating or showing that you beneficially owned Knight shares or Swift shares, as applicable, on the applicable record date.

​

Q:

Whom should I contact if I have any questions about the proxy materials or voting?

​

A:

If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, you should, if you are a Knight stockholder, contact Knight’s proxy solicitation agent and, if you are a Swift stockholder, contact Swift’s proxy solicitation agent.

​

Knight stockholders should contact Okapi Partners LLC, the proxy solicitation agent for Knight, at 1212 Avenue of the Americas, 24th Floor, New York, New York 10036. Knight stockholders may call Okapi Partners LLC toll-free at (888) 785-6617.

Swift stockholders should contact Innisfree M&A Incorporated, the proxy solicitation agent for Swift, at 501 Madison Avenue, 20th Floor, New York, New York 10022. Swift stockholders may call Innisfree M&A Incorporated collect at (212) 750-5833 or toll-free at (888) 750-5834.

Q:

Where can I find more information about Knight and Swift?

​

A:

You can find more information about Knight and Swift from the various sources described under “Where You Can Find More Information.”

​

12

13

​

14

​

15

16

17

​

18

​

19

​

20

​

21

22

23

24

25

26

​

​

​

For the Six Months Ended June 30,

​

​

For the Years Ended December 31,

​

Statements of Income Data:

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014(1)

​

​

2013

​

​

2012

​

Total revenue

​

​

​

$

544,425

​

​

​

​

$

548,406

​

​

​

​

$

1,118,034

​

​

​

​

$

1,182,964

​

​

​

​

$

1,102,332

​

​

​

​

$

969,237

​

​

​

​

$

936,036

​

​

Operating expenses

​

​

​

​

493,377

​

​

​

​

​

471,598

​

​

​

​

​

969,555

​

​

​

​

​

1,004,964

​

​

​

​

​

939,610

​

​

​

​

​

855,328

​

​

​

​

​

827,769

​

​

Income from operations

​

​

​

​

51,048

​

​

​

​

​

76,808

​

​

​

​

​

148,479

​

​

​

​

​

178,000

​

​

​

​

​

162,722

​

​

​

​

​

113,909

​

​

​

​

​

108,267

​

​

Interest income & other income

​

​

​

​

1,511

​

​

​

​

​

3,389

​

​

​

​

​

5,248

​

​

​

​

​

9,502

​

​

​

​

​

9,838

​

​

​

​

​

3,257

​

​

​

​

​

1,967

​

​

Interest expense

​

​

​

​

(136)

​

​

​

​

​

(559)

​

​

​

​

​

(897)

​

​

​

​

​

(998)

​

​

​

​

​

(730)

​

​

​

​

​

(462)

​

​

​

​

​

(457)

​

​

Income before income taxes

​

​

​

​

52,423

​

​

​

​

​

79,638

​

​

​

​

​

152,830

​

​

​

​

​

186,504

​

​

​

​

​

171,830

​

​

​

​

​

116,704

​

​

​

​

​

109,777

​

​

Net income

​

​

​

​

33,365

​

​

​

​

​

48,683

​

​

​

​

​

95,238

​

​

​

​

​

118,457

​

​

​

​

​

104,021

​

​

​

​

​

70,024

​

​

​

​

​

64,763

​

​

Net income attributable to Knight(2)

​

​

​

​

32,847

​

​

​

​

​

47,935

​

​

​

​

​

93,863

​

​

​

​

​

116,718

​

​

​

​

​

102,862

​

​

​

​

​

69,282

​

​

​

​

​

64,117

​

​

Basic earnings per share

​

​

​

​

0.41

​

​

​

​

​

0.60

​

​

​

​

​

1.17

​

​

​

​

​

1.43

​

​

​

​

​

1.27

​

​

​

​

​

0.87

​

​

​

​

​

0.80

​

​

Diluted earnings per share

​

​

​

​

0.40

​

​

​

​

​

0.59

​

​

​

​

​

1.16

​

​

​

​

​

1.42

​

​

​

​

​

1.25

​

​

​

​

​

0.86

​

​

​

​

​

0.80

​

​

​

27

​

​

​

As of June 30,

​

​

As of December 31,

​

Balance Sheet Data:

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014(1)

​

​

2013

​

​

2012

​

Working capital

​

​

​

$

180,236

​

​

​

​

$

117,754

​

​

​

​

$

111,541

​

​

​

​

$

164,090

​

​

​

​

$

145,667

​

​

​

​

$

101,768

​

​

​

​

$

109,274

​

​

Total assets

​

​

​

​

1,099,408

​

​

​

​

​

1,086,794

​

​

​

​

​

1,078,525

​

​

​

​

​

1,120,232

​

​

​

​

​

1,082,285

​

​

​

​

​

807,121

​

​

​

​

​

728,512

​

​

Total debt(2)

​

​

​

​

—

​

​

​

​

​

60,000

​

​

​

​

​

18,000

​

​

​

​

​

112,000

​

​

​

​

​

134,400

​

​

​

​

​

38,000

​

​

​

​

​

80,000

​

​

Cash dividend per Knight share(3)

​

​

​

​

0.12

​

​

​

​

​

0.12

​

​

​

​

​

0.24

​

​

​

​

​

0.24

​

​

​

​

​

0.24

​

​

​

​

​

0.24

​

​

​

​

​

0.74

​

​

Knight Transportation stockholders’ equity

​

​

​

​

816,345

​

​

​

​

​

746,572

​

​

​

​

​

786,473

​

​

​

​

​

738,398

​

​

​

​

​

677,760

​

​

​

​

​

553,588

​

​

​

​

​

490,232

​

​

​

28

​

​

​

For the Six Months Ended June 30,

​

​

For the Years Ended December 31,

​

Statements of Income Data:(1)

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

Operating revenue

​

​

​

$

1,956,889

​

​

​

​

$

1,979,677

​

​

​

​

$

4,031,517

​

​

​

​

$

4,229,322

​

​

​

​

$

4,298,724

​

​

​

​

$

4,118,195

​

​

​

​

$

3,976,085

​

​

Operating income

​

​

​

​

67,746

​

​

​

​

​

126,688

​

​

​

​

​

242,012

​

​

​

​

​

370,104

​

​

​

​

​

370,070

​

​

​

​

​

356,959

​

​

​

​

​

351,816

​

​

Interest and derivative interest expense

​

​

​

​

14,383

​

​

​

​

​

16,161

​

​

​

​

​

30,598

​

​

​

​

​

42,322

​

​

​

​

​

86,559

​

​

​

​

​

103,386

​

​

​

​

​

127,150

​

​

Income before income taxes

​

​

​

​

49,496

​

​

​

​

​

110,784

​

​

​

​

​

214,969

​

​

​

​

​

316,786

​

​

​

​

​

250,626

​

​

​

​

​

256,404

​

​

​

​

​

201,701

​

​

Net income

​

​

​

​

31,504

​

​

​

​

​

74,801

​

​

​

​

​

149,267

​

​

​

​

​

197,577

​

​

​

​

​

161,152

​

​

​

​

​

155,422

​

​

​

​

​

140,087

​

​

Diluted earnings per share

​

​

​

​

0.23

​

​

​

​

​

0.55

​

​

​

​

​

1.10

​

​

​

​

​

1.38

​

​

​

​

​

1.12

​

​

​

​

​

1.09

​

​

​

​

​

1.00

​

​

​

​

​

As of June 30,

​

​

As of December 31,

​

Balance Sheet Data:(1)

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

Cash and cash equivalents, excluding restricted cash

​

​

​

$

42,884

​

​

​

​

$

118,132

​

​

​

​

$

89,391

​

​

​

​

$

107,590

​

​

​

​

$

105,132

​

​

​

​

$

59,178

​

​

​

​

$

53,596

​

​

Net property and equipment

​

​

​

​

1,458,572

​

​

​

​

​

1,528,558

​

​

​

​

​

1,548,601

​

​

​

​

​

1,651,100

​

​

​

​

​

1,542,130

​

​

​

​

​

1,447,807

​

​

​

​

​

1,397,536

​

​

Total assets(2)(3)

​

​

​

​

2,590,688

​

​

​

​

​

2,772,866

​

​

​

​

​

2,745,666

​

​

​

​

​

2,919,667

​

​

​

​

​

2,892,721

​

​

​

​

​

2,809,008

​

​

​

​

​

2,791,981

​

​

Debt:

​

​

​

​

​

​

​

​

Accounts receivable securitization(3)

​

​

​

​

294,464

​

​

​

​

​

299,106

​

​

​

​

​

279,285

​

​

​

​

​

223,927

​

​

​

​

​

334,000

​

​

​

​

​

264,000

​

​

​

​

​

204,000

​

​

Revolving line of credit

​

​

​

​

—

​

​

​

​

​

85,000

​

​

​

​

​

130,000

​

​

​

​

​

200,000

​

​

​

​

​

57,000

​

​

​

​

​

17,000

​

​

​

​

​

2,531

​

​

Long-term debt and capital lease obligations(3)

​

​

​

​

641,529

​

​

​

​

​

848,610

​

​

​

​

​

735,741

​

​

​

​

​

960,972

​

​

​

​

​

1,104,066

​

​

​

​

​

1,321,820

​

​

​

​

​

1,430,598

​

​

29

​

30

31

​

​

​

For the Six Months Ended June 30, 2017

​

​

For the Year Ended December 31, 2016

​

Pro Forma Condensed Combined Statement of Income Data:

​

​

​

Total revenue

​

​

​

$

2,501,314

​

​

​

​

$

5,149,551

​

​

Operating expenses

​

​

​

​

2,391,600

​

​

​

​

​

4,791,190

​

​

Income from operations

​

​

​

​

109,714

​

​

​

​

​

358,361

​

​

Interest income and other income

​

​

​

​

4,958

​

​

​

​

​

8,803

​

​

Interest expense

​

​

​

​

14,519

​

​

​

​

​

31,495

​

​

Income before income taxes

​

​

​

​

100,153

​

​

​

​

​

335,669

​

​

Net income

​

​

​

​

65,289

​

​

​

​

​

224,584

​

​

Net income attributable to Knight and Swift

​

​

​

​

64,771

​

​

​

​

​

223,209

​

​

Basic earnings per share

​

​

​

​

0.37

​

​

​

​

​

1.26

​

​

Diluted earnings per share

​

​

​

​

0.36

​

​

​

​

​

1.25

​

​

​

​	​	​	As of June 30, 2017				​
Pro Forma Condensed Combined Balance Sheet Data:	​	​
Working capital	​	​	​	$	350,909	​	​
Total assets	​	​	​	​	6,690,722	​	​
Total debt	​	​	​	​	935,993	​	​
Revolving line of credit	​	​	​	​	—	​	​
Other debt	​	​	​	​	452,687	​	​
Capital lease obligations	​	​	​	​	188,842	​	​
Accounts receivable securitization	​	​	​	​	294,464	​	​
Combined company stockholders’ equity	​	​	​	​	4,216,344	​	​

32

33

​

​

​

As of/For the Six Months Ended June 30, 2017

​

​

As of/For the Year Ended December 31, 2016

​

Knight Historical per Common Share Data:

​

​

​

Net income – basic

​

​

​

$

0.41

​

​

​

​

$

1.17

​

​

Net income – diluted

​

​

​

$

0.40

​

​

​

​

$

1.16

​

​

Cash dividends paid

​

​

​

$

0.12

​

​

​

​

$

0.24

​

​

Book value

​

​

​

$

10.07

​

​

​

​

$

9.71

​

​

Swift Historical per Common Share Data:

​

​

​

Net income – basic

​

​

​

$

0.24

​

​

​

​

$

1.11

​

​

Net income – diluted

​

​

​

$

0.23

​

​

​

​

$

1.10

​

​

Cash dividends paid

​

​

​

$

—

​

​

​

​

$

—

​

​

Book value

​

​

​

$

5.32

​

​

​

​

$

4.96

​

​

Unaudited Pro Forma Combined per Share Data:

​

​

​

Net income – basic

​

​

​

$

0.37

​

​

​

​

$

1.26

​

​

Net income – diluted

​

​

​

$

0.36

​

​

​

​

$

1.25

​

​

Cash dividends paid

​

​

​

$

0.12

​

​

​

​

$

0.24

​

​

Book value

​

​

​

$

23.68

​

​

​

​

​

N/A

​

​

34

​

​

​

Knight Common Stock

​

​

Swift Class A Common Stock

​

​

​

​

High

​

​

Low

​

​

High

​

​

Low

​

2014:

​

​

​

​

​

First Calendar Quarter

​

​

​

$

23.54

​

​

​

​

$

17.95

​

​

​

​

$

26.71

​

​

​

​

$

19.89

​

​

Second Calendar Quarter

​

​

​

$

25.00

​

​

​

​

$

22.24

​

​

​

​

$

26.54

​

​

​

​

$

21.49

​

​

Third Calendar Quarter

​

​

​

$

27.67

​

​

​

​

$

23.19

​

​

​

​

$

26.15

​

​

​

​

$

18.53

​

​

Fourth Calendar Quarter

​

​

​

$

34.69

​

​

​

​

$

25.50

​

​

​

​

$

29.44

​

​

​

​

$

20.01

​

​

2015:

​

​

​

​

​

First Calendar Quarter

​

​

​

$

34.73

​

​

​

​

$

28.43

​

​

​

​

$

29.01

​

​

​

​

$

24.39

​

​

Second Calendar Quarter

​

​

​

$

33.00

​

​

​

​

$

26.15

​

​

​

​

$

26.58

​

​

​

​

$

22.10

​

​

Third Calendar Quarter

​

​

​

$

29.00

​

​

​

​

$

23.64

​

​

​

​

$

24.76

​

​

​

​

$

14.83

​

​

Fourth Calendar Quarter

​

​

​

$

27.66

​

​

​

​

$

21.72

​

​

​

​

$

17.63

​

​

​

​

$

12.76

​

​

2016:

​

​

​

​

​

First Calendar Quarter

​

​

​

$

27.11

​

​

​

​

$

20.56

​

​

​

​

$

18.66

​

​

​

​

$

11.74

​

​

Second Calendar Quarter

​

​

​

$

28.34

​

​

​

​

$

23.99

​

​

​

​

$

19.12

​

​

​

​

$

14.31

​

​

Third Calendar Quarter

​

​

​

$

30.38

​

​

​

​

$

26.39

​

​

​

​

$

22.15

​

​

​

​

$

15.19

​

​

Fourth Calendar Quarter

​

​

​

$

38.80

​

​

​

​

$

26.85

​

​

​

​

$

27.18

​

​

​

​

$

19.51

​

​

2017:

​

​

​

​

​

First Calendar Quarter

​

​

​

$

34.70

​

​

​

​

$

30.10

​

​

​

​

$

25.20

​

​

​

​

$

19.21

​

​

Second Calendar Quarter

​

​

​

$

37.63

​

​

​

​

$

30.00

​

​

​

​

$

26.91

​

​

​

​

$

19.88

​

​

Third Calendar Quarter (through [           ], 2017)

​

​

​

$

[    ]

​

​

​

​

$

[    ]

​

​

​

​

$

[    ]

​

​

​

​

$

[    ]

​

​

​

​

​

Class A Share of Swift

​

​

Knight Share

​

​

Swift Share Equivalent

​

April 7, 2017

​

​

​

$

20.02

​

​

​

​

$

30.65

​

​

​

​

$

22.07

​

​

[           ], 2017

​

​

​

$

[      ]

​

​

​

​

$

[      ]

​

​

​

​

$

[      ]

​

​

35

36

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under “Cautionary Statement Regarding Forward-Looking Statements” of this joint proxy statement/prospectus, Knight stockholders should carefully consider the following risks in deciding whether to vote for the approval of the Knight Proposals, and Swift stockholders should carefully consider the following risks in deciding whether to vote for the approval of the Swift Proposals. Descriptions of some of these risks can be found in the Annual Reports of Knight and Swift on Form 10-K for the fiscal year ended December 31, 2016, and any amendments thereto, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this joint proxy statement/prospectus. You should read carefully this entire joint proxy statement/prospectus and its annexes and exhibits and the other documents incorporated by reference into this joint proxy statement/prospectus. See also “Where You Can Find More Information.”

Risks Related to the Transaction

Because the market price of class A shares of Swift and Knight shares will fluctuate, Swift stockholders cannot be sure of the value of their combined company shares following the transaction and Knight stockholders cannot be sure of the value of the merger consideration they will receive pursuant to the transaction.

In the transaction, (i) the outstanding class B shares of Swift will convert into class A shares of Swift on a one-for-one basis and (ii) immediately thereafter, the class A shares of Swift will be combined in a reverse stock split such that each class A share of Swift will become 0.720 of a share of the combined company. Thereafter, each Knight share issued and outstanding immediately prior to the effective time will be converted into the right to receive one combined company share. Based on the closing price of the Knight shares on the NYSE on [           ], 2017, the 0.720 of a combined company share that the Swift stockholders will hold after the transaction in respect of each Swift share they held immediately prior to the transaction would have a value of approximately $[      ].

The exact value of the combined company shares that the Knight and Swift stockholders will hold after the transaction will not be known at the time of the Knight special meeting or the Swift special meeting and may be greater than, the same as or less than the current prices at the time of the Knight special meeting or the Swift special meeting. The market prices of Knight shares and class A shares of Swift are subject to general price fluctuations in the market for publicly traded equity securities and have experienced volatility in the past. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in the respective businesses, operations and prospects of Knight and Swift, and an evolving regulatory landscape. Market assessments of the benefits of the transaction and the likelihood that the transaction will be consummated, as well as general and industry specific market and economic conditions, may also impact market prices of Knight shares and class A shares of Swift. Many of these factors are beyond Knight’s and Swift’s control. You should obtain current market price quotations for Knight shares and for class A shares of Swift; but as indicated above, the prices at the time the transaction is consummated may be greater than, the same as or less than such price quotations.

Because the merger exchange ratio and the share consolidation ratio are fixed, the number of combined company shares to be received by holders of Knight shares in the merger, and the number of combined company shares to be received by holders of class A shares of Swift in the Reverse Stock Split, will not change between now and the time the transaction is consummated to reflect changes in the trading prices of Knight shares or class A shares of Swift.

The exact value of the merger consideration to be received by the Knight stockholders entitled to receive such merger consideration and the exact value of the combined company shares to be received by the Swift stockholders will depend on the trading prices of Knight shares and Swift shares at the closing of the transaction. The merger agreement does not provide for any adjustment to the merger exchange ratio or the share consolidation ratio as a result of changes in the trading prices of Knight shares or class A shares of Swift or for any other reason.

37

The market price for the combined company shares following the closing of the transaction may be affected by factors different from or in addition to those that historically have affected or currently affect Knight shares and/or class A shares of Swift.

Upon consummation of the transaction, holders of Knight shares and holders of class A shares of Swift immediately prior to the closing of the transaction will both hold combined company shares. Although the two companies operate in the same industry, Swift’s businesses differ from those of Knight, and accordingly the results of operations of the combined company will be affected by some factors that are different from or in addition to those currently affecting the results of operations of Knight and those currently affecting the results of operations of Swift. For a discussion of the businesses of Knight and Swift and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under “Where You Can Find More Information.”

The merger agreement may be terminated in accordance with its terms and the transaction may not be consummated.

The merger agreement contains a number of conditions that must be fulfilled to consummate the transaction. Those conditions include: the approval of the Knight Required Proposals by the Knight stockholders; the approval of the Swift Required Proposals by the Swift stockholders; receipt of the requisite regulatory and antitrust approvals; absence of orders prohibiting the closing of the transaction; the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part; the approval of the combined company shares to be issued to Knight stockholders in the merger for listing on the NYSE, subject to official notice of issuance; the continued accuracy of the representations and warranties of both parties subject to specified materiality standards; and the performance by both parties of their covenants and agreements. These conditions to the closing of the transaction may not be fulfilled and, accordingly, the transaction may not be consummated. In addition, if the transaction is not consummated by January 18, 2018, either Knight or Swift may choose not to proceed with the transaction. In addition, Knight or Swift may elect to terminate the merger agreement in certain other circumstances, including by Knight if, prior to receipt of approval of the Swift Required Proposals by the Swift stockholders, the Swift board of directors makes a change of recommendation, or the Knight board of directors determines to enter into an agreement with respect to a superior proposal, or by Swift if, prior to receipt of approval of the Knight Required Proposals by the Knight stockholders, the Knight board of directors makes a change of recommendation, or the Swift board of directors determines to enter into an agreement with respect to a superior proposal. The parties can also mutually decide to terminate the merger agreement at any time prior to the consummation of the transaction, whether before or after the Knight stockholder approval or the Swift stockholder approval. See “The Transaction Agreements — Description of the Merger Agreement — Termination of the Merger Agreement.”

The merger agreement contains provisions that restrict the ability of the Swift board of directors to pursue alternatives to the transaction and to change its recommendation that Swift stockholders vote for the approval of the Swift Required Proposals. In specified circumstances, Swift could be required to pay Knight a termination fee of  $89.1 million.

Under the merger agreement, Swift is restricted, subject to certain exceptions, from soliciting, initiating, knowingly facilitating or negotiating, or furnishing non-public information with regard to, any inquiry, proposal or offer for an alternative business combination transaction from any person.

Swift may terminate the merger agreement and enter into an agreement with respect to a superior proposal only if specified conditions have been satisfied, including a determination by the Swift board of directors (after consultation with a nationally recognized third party financial advisors and outside legal counsel) that such proposal is more favorable to the Swift stockholders than the transaction. A termination in this instance would result in Swift being required to pay Knight a termination fee of  $89.1 million. In addition, if the merger agreement is terminated in certain other circumstances, Swift will be required to pay Knight a termination fee of  $89.1 million. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Swift from considering or proposing an alternative business combination transaction with Swift, even if such third party were prepared to pay consideration with a higher value than the value of the transaction. In addition, Swift will be required to pay Knight up to

38

$10 million for its expenses under certain circumstances in which Swift stockholders do not approve the Swift Required Proposals at the Swift special meeting and either Swift or Knight subsequently terminates the merger agreement. If Swift’s stockholders approve the Swift Required Proposals at the Swift special meeting, Swift will be restricted under the terms of the merger agreement (without exception) from having any discussions or negotiations with any third party that may have an interest in entering into an alternative business combination transaction with Swift. See “The Transaction Agreements — Description of the Merger Agreement — Termination Fees and Expenses.”

The merger agreement contains provisions that restrict the ability of the Knight board of directors to pursue alternatives to the transaction and to change its recommendation that Knight stockholders vote for the approval of the Knight Required Proposals. In specified circumstances, Knight could be required to pay Swift a termination fee of  $75.3 million.

Under the merger agreement, Knight is restricted, subject to certain exceptions, from soliciting, initiating, knowingly facilitating or negotiating, or furnishing non-public information with regard to, any inquiry, proposal or offer for an alternative business combination transaction from any person.

Knight may terminate the merger agreement and enter into an agreement with respect to a superior proposal only if specified conditions have been satisfied, including a determination by the Knight board of directors (after consultation with a nationally recognized third party financial advisors and outside legal counsel) that such proposal is more favorable to the Knight stockholders than the transaction. A termination in this instance would result in Knight being required to pay Swift a termination fee of  $75.3 million. In addition, if the merger agreement is terminated in certain other circumstances, Knight will be required to pay Swift a termination fee of  $75.3 million. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Knight from considering or proposing an alternative business combination transaction with Knight, even if such third party were prepared to pay consideration with a higher value than the value of the transaction. In addition, Knight will be required to pay Swift up to $10 million for its expenses under certain circumstances in which Knight stockholders do not approve the Knight Required Proposals at the Knight special meeting and either Swift or Knight subsequently terminates the merger agreement. If Knight’s stockholders approve the Knight Merger Proposal at the Knight special meeting, Knight will be restricted under the terms of the merger agreement (without exception) from having any discussions or negotiations with any third party that may have an interest in entering into an alternative business combination transaction with Knight. See “The Transaction Agreements — Description of the Merger Agreement — Termination Fees and Expenses.”

While the transaction is pending, Knight and Swift will be subject to business uncertainties that could adversely affect their businesses and operations. These uncertainties could also adversely affect the combined company following the consummation of the transaction.

Uncertainty about the effect of the transaction on employees, customers and drivers may have an adverse effect on Knight and Swift. These uncertainties may impair Knight’s and Swift’s ability to attract, retain and motivate personnel until the transaction is consummated and for a period of time thereafter, and could cause customers and others who deal with Knight and Swift to seek to change existing business relationships with Knight and/or Swift. Employee and driver retention may be challenging during the pendency of the transaction, as employees and drivers may experience uncertainty about their future roles. If employees or drivers depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with the businesses, the business of the combined company following the transaction could be seriously harmed.

In addition, the merger agreement restricts Swift and Knight from taking specified actions until the effective time of the merger without the consent of the other party. These restrictions may prevent Swift or Knight from pursuing attractive business opportunities that may arise prior to the consummation of the transaction. For a description of the restrictive covenants applicable to Swift and Knight, see “The Transaction Agreements — Description of the Merger Agreement — Conduct of Business Pending the Merger.”

39

Knight and Swift directors and officers have interests in the transaction that may be different from, or in addition to, the interests of Knight stockholders and Swift stockholders.

Certain of the directors and executive officers of Knight and Swift negotiated the terms of the merger agreement, and the Knight board of directors and the Swift board of directors, respectively, recommend that the stockholders of Knight and the stockholders of Swift vote in favor of the transaction-related proposals. Knight and Swift directors and executive officers have interests in the transaction that may be different from, or in addition to, those of Knight stockholders and Swift stockholders, respectively. These interests include, but are not limited to, the continued service of certain directors of Knight and Swift as directors of the combined company, the Moyes consulting agreement, as revised, the continued employment of certain executive officers of Knight and Swift by the combined company, the treatment in the transaction of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units, deferred awards, cash denominated awards, the treatment of certain other executive compensation arrangements, and provisions in the merger agreement regarding continued indemnification of and advancement of expenses to Knight and Swift directors and officers. Knight stockholders and Swift stockholders should be aware of these interests when they consider their respective board of directors’ recommendation that they vote in favor of the transaction-related proposals.

In particular, the Moyes consulting agreement, which will become effective as of the effective time of the merger (also referred to herein as the Moyes letter agreement) and amends and restates the letter agreement Swift entered into with Mr. Moyes on September 8, 2016 (also referred to herein as the Prior Agreement), provides that Mr. Moyes will serve in the non-executive consulting role of Senior Advisor to the Executive Chairman and the Vice Chairman of the combined company through at least December 31, 2019. In this role, Mr. Moyes will have access to the combined company's Executive Chairman and Vice Chairman, and will be better positioned than other stockholders of the combined company to express his views and opinions regarding the operation of the combined company. In accordance with the Prior Agreement, Mr. Moyes will continue to receive compensation of  $200,000 per month during the term of the Moyes letter agreement, will continue to vest in his outstanding stock options and will continue to vest in his outstanding performance equity awards, as if his employment continued on the date of the Prior Agreement. The Moyes letter agreement is more fully described in the section entitled “The Transaction Agreements — Description of the Amended and Restated Moyes Letter Agreement.”

The members of the Knight board of directors were aware of and considered these interests relating to Knight, among other matters, in evaluating the merger agreement and the transaction, and in recommending that Knight stockholders approve the Knight Required Proposals. The interests of Knight directors and executive officers are described under “The Transaction — Interests of Knight’s Directors and Officers in the Transaction.”

The members of the Swift board of directors were aware of and considered these interests relating to Swift, among other matters, in evaluating the merger agreement and the transaction, and in recommending that Swift stockholders approve the Swift Required Proposals. The interests of Swift directors and executive officers are described in more detail under “The Transaction — Interests of Swift’s Directors and Officers in the Transaction.”

Knight stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

Knight stockholders currently have the right to vote in the election of the Knight board of directors and on other matters affecting Knight. Upon the consummation of the transaction, each Knight stockholder will become a stockholder of the combined company with a percentage ownership of the combined company that is smaller than the stockholder’s prior percentage ownership of Knight. After consummation of the transaction, Knight stockholders are expected to own approximately 46% of the issued and outstanding combined company shares. Because of this, Knight stockholders will have less influence on the management and policies of the combined company than they now have on the management and policies of Knight.

Knight stockholders will receive combined company shares as a result of the transaction, which have different rights from Knight shares.

Upon consummation of the transaction, the rights of former Knight stockholders who receive combined company shares will be governed by the Swift certificate of incorporation, which, subject to the

40

amendments contemplated by the merger agreement, will become the certificate of incorporation of the combined company, governed by Delaware law. The rights associated with Knight shares are different from the rights associated with combined company shares. For a discussion of the different rights associated with Knight shares and combined company shares, see “Comparison of Stockholder Rights.”

Swift stockholders will have different rights after the transaction.

Upon consummation of the transaction, the rights of Swift stockholders will be governed by the Swift certificate of incorporation, which will be amended in connection with the transaction. The rights associated with Swift shares currently will be different from the rights associated with combined company shares. For a discussion of the different rights associated with Swift shares and combined company shares, see “Comparison of Stockholder Rights.”

Following the consummation of the transaction, the composition of the combined company board of directors will be different than the composition of the current Knight board of directors and the current Swift board of directors.

Upon consummation of the transaction, the composition of the board of directors of the combined company will be different than the current Knight board of directors and the current Swift board of directors. Upon the consummation of the transaction, the board of directors of the combined company will consist of all of the directors of the Knight board of directors immediately prior to the closing and four of the directors of the Swift board of directors prior to the closing. In accordance with the Swift Stockholders Agreement, Jerry Moyes will initially be entitled to designate two directors reasonably acceptable to the Board, one of whom must be independent (as defined in the Swift Stockholders Agreement), with the initial designees being Glenn Brown and Jerry Moyes. Under the Swift Stockholders Agreement, to be independent for this purpose, a designee must qualify as an “independent director” under both (a) the rules of the NYSE (which requires, for a director to be considered independent, that, among other things, the company’s board of directors must affirmatively determine the director has no material relationship with the company), and (b) Rule 10A-3 under the Exchange Act (which requires for a director to be independent that he or she not accept any consulting, advisory or other compensatory fee from, and not be an affiliated person of, the company). The remaining two directors of the Swift board of directors who will be on the board of directors of the combined company were chosen by the Swift board of directors and will be Richard Dozer and David Vander Ploeg. See “The Transaction — Board and Management of the Combined Company.” This new composition of the board of directors of the combined company may affect the future decisions of the combined company.

The Swift Supporting Stockholders will be significant stockholders of the combined company and if a large percentage of their holdings were sold or otherwise disposed of, the stock price of the combined company shares could decline.

At the closing of the transaction, the Swift Supporting Stockholders will beneficially own approximately 24% of outstanding combined company shares, based on their beneficial ownership of approximately 45% of the class A and class B shares of Swift as of April 9, 2017. In addition, the Swift Supporting Stockholders have pledged their holdings as collateral for loans and other obligations, including variable prepaid forward contracts, which arrangements will continue after the closing of the transaction and could adversely affect the trading price, create conflicts of interest, or increase volatility in the stock price of the combined company. Furthermore, after the closing of the transaction, as a director of the combined company, Mr. Moyes will be subject to the combined company’s stock hedging and pledging policy, which will restrict directors and executive officers from engaging in any future pledging or hedging transactions. However, under the Swift Stockholders Agreement, Mr. Moyes and the other Swift Supporting Stockholders will be permitted, notwithstanding this policy, to (i) maintain their existing hedging and pledging arrangements and (ii) when their existing hedging and pledging arrangements become subject to renewal or replacement, hedge or pledge additional shares solely to the extent necessary to renew or replace those existing arrangements. The ability of Mr. Moyes and the other Swift Supporting Stockholders to hedge and pledge additional shares in connection with any such renewal or replacement could result in the pledging or hedging of a material amount of additional shares. The combined company’s stock hedging and pledging policy will require approval of a majority of the combined company’s directors

41

to be modified. Any amendment to the Swift Stockholders Agreement must be in writing and signed by the combined company and approved by Mr. Moyes (or his appointed successor(s)) and a majority of the combined company’s directors (excluding directors designated by Mr. Moyes); any waiver of the Swift Stockholders Agreement against the combined company must be in writing and signed by the combined company and approved by a majority of the combined company’s directors (excluding directors designated by Mr. Moyes); and any waiver of the Swift Stockholders Agreement against any of the Swift Supporting Stockholders must be in writing and signed by Mr. Moyes (or his appointed successor(s)). If the Swift Supporting Stockholders were to sell or otherwise transfer all or a large percentage of their holdings (including under circumstances in which the Swift Supporting Stockholders settle these obligations with combined company shares or if the Swift Supporting Stockholder defaults under the pledging arrangements), the stock price of the combined company shares could decline.

Although the Swift Stockholders Agreement limits the number of shares over which the Swift Supporting Stockholders have the discretion to vote, the limitation does not apply to sale transactions, which could limit other stockholders’ ability to influence the outcome of sale transactions.

Under the Swift Stockholders Agreement, the Swift Supporting Stockholders are required to vote the combined company shares that they hold in excess of 12.5% of outstanding combined company shares in the manner determined by a voting committee comprised of Jerry Moyes, Kevin Knight and Gary Knight or their respective appointed successors. However, the Swift Supporting Stockholders are entitled to vote all of their combined company shares on any stockholder vote taken to approve a sale of the combined company. Consequently, the influence of the Swift Supporting Stockholders with respect to any such stockholder vote may have the effect of delaying or preventing a change of control, including a merger, consolidation, or other business combination involving the combined company, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change of control would benefit our other stockholders.

The opinions of Knight’s and Swift’s financial advisors do not reflect changes in circumstances that may have occurred or that may occur between the signing of the merger agreement and the closing of the transaction.

Neither the Knight board of directors nor the Swift board of directors has obtained updated opinions from their respective financial advisors as of the date of this joint proxy statement/prospectus or as of any other date, nor will either receive updated, revised or reaffirmed opinions prior to the consummation of the transaction. Changes in the operations and prospects of Knight or Swift, general market and economic conditions and other factors that may be beyond the control of Knight or Swift, and on which Knight’s and Swift’s financial advisors’ opinions were based, may significantly alter the value of Knight or Swift or the prices of Knight shares or class A shares of Swift by the time the merger is consummated. The opinions do not speak as of the time the merger will be consummated or as of any date other than the date of such opinions. Because Knight’s and Swift’s financial advisors will not be updating their opinions, the opinions do not address the fairness of the merger consideration, from a financial point of view, at any time other than the time such opinions were issued, even though the Knight board of directors’ recommendation that Knight stockholders vote “FOR” the Knight proposals and the Swift board of directors’ recommendation that Swift stockholders vote “FOR” the Swift proposals are made as of the date of this joint proxy statement/prospectus. For a description of the opinions that the Knight board of directors and the Swift board of directors received from their respective financial advisors, see “The Transaction — Opinion of Knight’s Financial Advisor” and “The Transaction — Opinion of Swift’s Financial Advisor.”

Failure to consummate the transaction could negatively impact respective future stock prices, operations and financial results of Knight and Swift.

If the transaction is not consummated for any reason, Knight and Swift may be subjected to a number of material risks. The price of Knight shares and the price of class A shares of Swift may decline to the extent that their current market prices reflect a market assumption that the transaction will be consummated. In addition, some costs related to the transaction must be paid by Knight and Swift whether or not the transaction is consummated. Furthermore, Knight and Swift may experience negative reactions from their respective stockholders, customers, drivers and employees.

42

Knight and Swift stockholders will not be entitled to dissenters’ or appraisal rights in the transaction.

Dissenters’ or appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Holders of Swift shares will not have dissenters’ rights with respect to the Swift Required Proposals.

Under the Arizona Business Corporation Act (referred to as “ABCA”), stockholders do not have dissenters’ rights if the shares of stock they hold at the record date for determination of stockholders entitled to notice of the stockholders meeting at which stockholders are to vote on the proposed corporate action are registered on a national securities exchange, listed on the national market systems of the national association of securities dealers automated quotation system or held of record by at least two thousand stockholders. Because Knight shares are listed on the NYSE, a national securities exchange, and are expected to continue to be so listed on the Knight record date, Knight stockholders will not be entitled to dissenters’ rights in the transaction with respect to their Knight shares.

Financial projections regarding Knight and Swift may not prove accurate.

In connection with the transaction, Knight and Swift prepared and considered internal financial forecasts for Knight and Swift. These financial projections include assumptions regarding future operating cash flows, expenditures and income of Knight and Swift. These financial projections were not prepared with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, at all, or within projected timeframes. The failure of Knight or Swift to achieve projected results could have a material adverse effect on the price of the combined company shares, the combined company’s financial position, and the combined company’s abilities to pay dividends following the closing of the transaction.

The transaction may disrupt attention of Knight’s and Swift’s management from ongoing business operations.

Each of Knight and Swift has expended, and expects to continue to expend, significant management resources to complete the transaction. Management’s attention may be diverted away from the day-to-day operations of the businesses of Knight and Swift, implementing initiatives to improve performance throughout the remainder of 2017 and execution of existing business plans in an effort to complete the transaction. This diversion of management resources could disrupt Knight’s or Swift’s operations and may have an adverse effect on the respective businesses, financial conditions and results of operations.

Risks Related to the Business of the Combined Company

Knight and Swift may fail to realize all of the anticipated benefits of the transaction or those benefits may take longer to realize than expected. The combined company may also encounter significant difficulties in combining Knight’s and Swift’s businesses.

The ability of Knight and Swift to realize the anticipated benefits of the transaction will depend, to a large extent, on the combined company’s ability to operate the Knight and Swift businesses within the combined company in a manner that realizes anticipated synergies. In order to achieve these expected benefits, the combined company must successfully operate the businesses of Knight and Swift without adversely affecting current revenues and investments in future growth. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the transaction may not be realized fully or at all or may take longer to realize than expected.

In addition, the continued operation of two independent businesses within the combined company is a complex, costly and time-consuming process. As a result, Knight and Swift will be required to devote significant management attention and resources to coordinating their business practices and operations. This process may disrupt the businesses. The failure to meet the challenges involved in operating the two businesses within the combined company and to realize the anticipated benefits of the transaction could cause an interruption of, or a loss of momentum in, the activities of the combined company and could adversely affect the results of operations of the combined company. The overall combination of Knight’s

43

and Swift’s businesses may also result in material unanticipated problems, expenses, liabilities, competitive responses, loss of customer and other business relationships and diversion of management attention. The difficulties of combining the operations of the companies include, among others:

•

the diversion of management attention to integration matters;

​

•

difficulties in integrating functions, personnel and systems;

​

•

challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the two companies;

​

•

difficulties in assimilating drivers and employees and in attracting and retaining key personnel;

​

•

challenges in keeping existing customers and obtaining new customers;

​

•

difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the combination;

​

•

difficulties in managing multiple brands under a significantly larger and more complex company;

​

•

contingent liabilities that are larger than expected; and

​

•

potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the transaction.

​

Many of these factors are outside of the control of Knight and Swift and/or will be outside the control of the combined company, and any one of them could result in increased costs, decreased expected revenues and diversion of management time and energy, which could materially impact the business, financial condition and results of operations of the combined company. In addition, even if the businesses of Knight and Swift are operated successfully within the combined company, the full benefits of the transaction may not be realized, including the synergies that are expected. These benefits may not be achieved within the anticipated time frame, or at all. Further, additional unanticipated costs may be incurred in operating the businesses of Knight and Swift. All of these factors could cause dilution to the earnings per share of the combined company, decrease or delay the expected accretive effect of the transaction and negatively impact the price of the combined company shares. As a result, it cannot be assured that the combination of Knight and Swift will result in the realization of the full benefits anticipated from the transaction within the anticipated time frames, or at all.

Knight and Swift will incur substantial direct and indirect costs as a result of the transaction.

Knight and Swift will incur substantial expenses in connection with and as a result of consummating the transaction, and over a period of time following the consummation of the transaction, the combined company also expects to incur substantial expenses in connection with coordinating and, in certain cases, combining the businesses, operations, policies and procedures of Knight and Swift. A portion of the transaction costs related to the transaction will be incurred regardless of whether the transaction is consummated. While Knight and Swift have assumed that a certain level of transaction expenses will be incurred, factors beyond Knight’s and Swift’s control could affect the total amount or the timing of these expenses. Although many of the expenses that will be incurred, by their nature, are difficult to estimate accurately, the current estimate of the aggregate expenses that will be incurred by Knight and Swift is approximately $34 million, which is subject to change. These expenses may exceed the costs historically borne by Knight and Swift. These costs could adversely affect the financial condition and results of operations of Knight and Swift prior to the transaction and of the combined company following the consummation of the transaction.

The combined company’s actual financial positions and results of operations may differ materially from the unaudited pro forma financial data included in this joint proxy statement/prospectus.

The pro forma financial information contained in this joint proxy statement/prospectus is presented for informational purposes only and may not be an indication of what the combined company’s financial position or results of operations would have been had the transaction been consummated on the dates indicated. The pro forma financial information has been derived from the audited and unaudited historical

44

financial statements of Knight and Swift and certain adjustments and assumptions regarding the combined company after giving effect to the transaction. The assets and liabilities of Swift have been measured at fair value based on various preliminary estimates using assumptions that Knight management and Swift management believe are reasonable utilizing information currently available. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. These estimates may be revised as additional information becomes available and as additional analyses are performed. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have a material impact on the pro forma financial information and the combined company’s financial position and future results of operations.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operations following the closing. Any material variance from the pro forma financial information may cause significant variations in the market price of the combined company shares. See “Knight and Swift Unaudited Pro Forma Condensed Combined Financial Statements.”

Risks Related to Knight’s Business

You should read and consider the risk factors specific to Knight’s business that will also affect the combined company after the merger. These risks are described in Part I, Item 1A of Knight’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as such risks may be updated or supplemented in Knight’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and in other documents that are incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” for the location of information incorporated by reference in this joint proxy statement/prospectus.

Risks Related to Swift’s Business

You should read and consider the risk factors specific to Swift’s businesses that will also affect the combined company after the merger. These risks are described in Part I, Item 1A of Swift’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as such risks may be updated or supplemented in Swift’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and in other documents that are incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” for the location of information incorporated by reference in this joint proxy statement/prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding Knight’s, Swift’s or the combined company’s future financial position, sales, costs, earnings, cash flows, other measures of results of operations, capital expenditures or debt levels. Words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “forecast,” “project” or “plan” or terms of similar meaning are also generally intended to identify forward-looking statements. Knight and Swift caution that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Knight’s and/or Swift’s control, that could cause Knight’s, Swift’s or the combined company’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: Knight’s and/or Swift’s ability to obtain necessary regulatory approvals and stockholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all, any delay or inability of the combined company to realize the expected benefits and synergies of the transaction, changes in tax laws, regulations, rates, policies or interpretations, the loss of key senior management, the value of the combined company shares to be issued in the transaction, significant transaction costs and/or unknown liabilities, potential litigation relating to the proposed transaction, the risk that disruptions from the proposed transaction will harm Knight’s or Swift’s business, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined company’s operations, the ability of Knight and Swift to integrate their businesses successfully, competitive responses to the proposed transaction and general economic and business conditions that affect the combined company following the transaction. A detailed discussion of risks related to Knight’s business is included in the section entitled “Risk Factors” in Knight’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 1, 2017 and available at www.sec.gov and www.knighttrans.com under the “Shareholders” tab, as well as any subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K updating or supplementing such factors. A detailed discussion of risks related to Swift’s business is included in the section entitled “Risk Factors” in Swift’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on February 17, 2017 and available at www.sec.gov and http://investor.swifttrans.com/​, as well as any subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K updating or supplementing such factors. Any forward-looking statements in this joint proxy statement/prospectus are only made as of the date of this joint proxy statement/prospectus, unless otherwise specified, and, except as required by law, neither Knight nor Swift assume any obligation, and each disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of this joint proxy statement/prospectus.

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THE KNIGHT SPECIAL MEETING

Date, Time and Place of the Knight Special Meeting

The special meeting of Knight stockholders will be held at [      ] a.m. local time, on [           ], 2017, at Knight’s corporate headquarters located at 20002 North 19th Avenue, Phoenix, Arizona 85027. On or about [           ], 2017, Knight commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy card to its stockholders entitled to vote at the Knight special meeting.

Purpose of the Knight Special Meeting

At the Knight special meeting, Knight stockholders will be asked to consider and vote upon the following items:

1.

the Knight Merger Proposal;

​

2.

the Knight Board Classification Proposal;

​

3.

the Knight Stockholder Written Consent Proposal;

​

4.

the Knight Adjournment Proposal; and

​

5.

the Knight Advisory Compensation Proposal, as disclosed in “The Transaction — Interests of Knight’s Directors and Officers in the Transaction — Quantification of Potential Payments and Benefits to Knight’s Named Executive Officers.”

​

Knight’s board of directors is not aware of any other business to be acted upon at the Knight special meeting.

The Knight Supporting Stockholders and Swift entered into the Knight Support Agreements, in which the Knight Supporting Stockholders have agreed to vote their Knight shares in favor of the Knight Required Proposals. These shares represent approximately [      ]% of the aggregate voting power of all Knight shares as of the record date.

Knight Record Date and Quorum

Record Date

The Knight board of directors has fixed the close of business on [           ], 2017 as the record date for determining the Knight stockholders entitled to receive notice of and to vote at the Knight special meeting.

As of the Knight record date, there were [      ] Knight shares outstanding and entitled to vote at the Knight special meeting held by [      ] holders of record. Each Knight share entitles the holder to one vote at the Knight special meeting on each proposal to be considered at the Knight special meeting. Knight shares that are held in treasury will not be entitled to vote at the Knight special meeting.

Quorum

The presence of the Knight stockholders representing a majority of the Knight shares issued and outstanding and entitled to vote at the Knight special meeting, in person or represented by proxy, is necessary to constitute a quorum.

Abstentions will be counted as present for purposes of determining a quorum. Because it is expected that all proposals to be voted on at the Knight special meeting will be “non-routine” matters, broker non-votes (which are Knight shares held by banks, brokers or other nominees that are present in person or by proxy at the Knight special meeting but with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal), if any, will not be counted as present for purposes of determining a quorum. Knight shares held in treasury will not be included in the calculation of the number of Knight shares represented at the Knight special meeting for purposes of determining a quorum.

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Required Vote

Required Vote to Approve the Knight Merger Proposal

Approval of the Knight Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding Knight shares.

Required Vote to Approve the Knight Board Classification Proposal

Approval of the Knight Board Classification Proposal requires the affirmative vote of the holders of a majority of all votes cast by the holders of Knight stockholders present in person or by proxy and entitled to vote at the Knight special meeting, assuming a quorum is present.

Required Vote to Approve the Knight Stockholder Written Consent Proposal

Approval of the Knight Stockholder Written Consent Proposal requires the affirmative vote of the holders of a majority of all votes cast by the holders of Knight stockholders present in person or by proxy and entitled to vote at the Knight special meeting, assuming a quorum is present.

Required Vote to Approve the Knight Adjournment Proposal

Approval of the Knight Adjournment Proposal requires the affirmative vote of the holders of a majority of all votes cast by the holders of Knight stockholders present in person or by proxy and entitled to vote at the Knight special meeting, assuming a quorum is present.

Required Vote to Approve the Knight Advisory Compensation Proposal

Approval of the Knight advisory compensation proposal requires the affirmative vote of the holders of a majority of all votes cast by the holders of Knight stockholders present in person or by proxy and entitled to vote at the Knight special meeting, assuming a quorum is present.

Treatment of Abstentions; Failure to Vote

For purposes of the Knight special meeting, an abstention occurs when a Knight stockholder attends the Knight special meeting in person and does not vote or returns a proxy marked “ABSTAIN.”

•

For the Knight Merger Proposal, an abstention or a failure to vote will have the same effect as a vote cast “AGAINST” this proposal.

​

•

For the Knight Board Classification Proposal, an abstention will have no effect on the vote count for this proposal. If a Knight stockholder fails to vote or to instruct his or her bank, broker or other nominee on how to vote and is not present in person or by proxy at the Knight special meeting, it will also have no effect on the vote count for the Knight Board Classification Proposal.

​

•

For the Knight Stockholder Written Consent Proposal, an abstention will have no effect on the vote count for this proposal. If a Knight stockholder fails to vote or to instruct his or her bank, broker or other nominee on how to vote and is not present in person or by proxy at the Knight special meeting, it will also have no effect on the vote count for the Knight Stockholder Written Consent Proposal.

​

•

For the Knight Adjournment Proposal, an abstention will have no effect on the vote count for this proposal. If a Knight stockholder fails to vote or to instruct his or her bank, broker or other nominee on how to vote and is not present in person or by proxy at the Knight special meeting, it will also have no effect on the vote count for the Knight Adjournment Proposal.

​

•

For the Knight Advisory Compensation Proposal, an abstention will have no effect on the vote count for this proposal. If a Knight stockholder fails to vote or to instruct his or her bank, broker or other nominee on how to vote and is not present in person or by proxy at the Knight special meeting, it will also have no effect on the vote count for the Knight Advisory Compensation Proposal.

​

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Recommendation of the Knight Board of Directors

The Knight board of directors recommends that the Knight stockholders vote “FOR” the Knight Merger Proposal, “FOR” the Knight Board Classification Proposal, “FOR” the Knight Stockholder Written Consent Proposal, “FOR” the Knight Adjournment Proposal and “FOR” the Knight Advisory Compensation Proposal. See “The Transaction — Knight’s Reasons for the Transaction; Recommendation of the Knight Board of Directors.”

Consummation of the transaction is conditioned on approval of the Knight Merger Proposal and each of the Knight Charter Amendment Proposals, but is not conditioned on the approval of the Knight Adjournment Proposal or the Knight Advisory Compensation Proposal.

Voting by Knight’s Directors and Executive Officers

As of the Knight record date, directors and executive officers of Knight and their affiliates owned and were entitled to vote [      ] Knight shares, representing approximately [      ]% of the Knight shares outstanding on that date, and directors and executive officers of Swift and their affiliates owned and were entitled to vote [      ] Knight shares, representing approximately [      ]% of the Knight shares outstanding on that date. Knight currently expects that Knight’s directors and executive officers will vote their Knight shares in favor of the Knight Proposals, although none of them has entered into any agreement obligating him or her to do so (other than the Knight Supporting Stockholders).

Voting of Proxies; Incomplete Proxies

Giving a proxy means that a Knight stockholder authorizes the persons named in the enclosed proxy card to vote its shares at the Knight special meeting in the manner it directs. A Knight stockholder may vote by proxy or in person at the Knight special meeting. If you hold your Knight shares in your name as a stockholder of record, to submit a proxy, you, as a Knight stockholder, may use one of the following methods:

•

By Internet.   The web address and instructions for Internet proxy submission can be found on the enclosed proxy card. You will be required to provide your assigned control number located on the proxy card. Internet proxy submission via the web address indicated on the enclosed proxy card is available 24 hours a day. If you choose to submit your proxy by Internet, then you do not need to return the proxy card. To be valid, your Internet proxy must be received by 11:59 p.m. (U.S. Eastern Time) on the day preceding the Knight special meeting.

​

•

By Telephone.   The toll-free number for telephone proxy submission can be found on the enclosed proxy card. You will be required to provide your assigned control number located on the proxy card. Telephone proxy submission is available 24 hours a day. If you choose to submit your proxy by telephone, then you do not need to return the proxy card. To be valid, your telephone proxy must be received by 11:59 p.m. (U.S. Eastern Time) on the day preceding the Knight special meeting.

​

•

By Mail.   Mark the enclosed proxy card, sign and date it, and return it in the postage-paid envelope you have been provided. To be valid, your proxy by mail must be received by 11:59 p.m. (U.S. Eastern Time) on the day preceding the Knight special meeting.

​

•

In Person.   You may also vote your shares in person at the Knight special meeting.

​

Knight requests that Knight stockholders submit their proxies over the Internet, by telephone or by completing and signing the accompanying proxy card and returning it to Knight in the enclosed postage-paid envelope as soon as possible. When the accompanying proxy card is returned properly executed, the Knight shares represented by it will be voted at the Knight special meeting in accordance with the instructions contained on the proxy card.

If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the Knight shares represented by your proxy will be voted “FOR” each such proposal in accordance with the recommendation of the Knight board of directors. Unless you check the box on your proxy card to withhold discretionary authority, the proxyholders may use their discretion to vote on the proposals relating to the Knight special meeting.

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If your Knight shares are held in “street name” by a bank, broker or other nominee, you should check the voting form used by that firm to determine whether you may give voting instructions by telephone or the Internet.

EVERY KNIGHT STOCKHOLDER’S VOTE IS IMPORTANT. ACCORDINGLY, EACH KNIGHT STOCKHOLDER SHOULD SUBMIT ITS PROXY VIA THE INTERNET OR BY TELEPHONE, OR SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD, WHETHER OR NOT THE KNIGHT STOCKHOLDER PLANS TO ATTEND THE KNIGHT SPECIAL MEETING IN PERSON.

Shares Held in Street Name

If your Knight shares are held in “street name” through a bank, broker or other nominee, you must instruct such bank, broker or other nominee on how to vote the shares by following the instructions that the bank, broker or other nominee provides you along with this joint proxy statement/prospectus. Your bank, broker or other nominee, as applicable, may have an earlier deadline by which you must provide instructions to it as to how to vote your Knight shares, so you should read carefully the materials provided to you by your bank, broker or other nominee.

You may not vote shares held in “street name” by returning a proxy card directly to Knight or by voting in person at the Knight special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee. Further, banks, brokers or other nominees who hold Knight shares on behalf of their customers may not give a proxy to Knight to vote those shares with respect to any of the Knight proposals without specific instructions from their customers, as banks, brokers and other nominees do not have discretionary voting power on any of the Knight proposals. Therefore, if your Knight shares are held in “street name” and you do not instruct your bank, broker or other nominee on how to vote your shares,

1.

your bank, broker or other nominee may not vote your shares on the Knight Merger Proposal, which will have the same effect as a vote “AGAINST” this proposal;

​

2.

your bank, broker or other nominee may not vote your shares on the Knight Board Classification Proposal, which will have no effect on the vote count for this proposal;

​

3.

your bank, broker or other nominee may not vote your shares on the Knight Stockholder Written Consent Proposal, which will have no effect on the vote count for this proposal;

​

4.

your bank, broker or other nominee may not vote your shares on the Knight Adjournment Proposal, which will have no effect on the vote count for this proposal; and

​

5.

your bank, broker or other nominee may not vote your shares on the Knight Advisory Compensation Proposal, which will have no effect on the vote count for this proposal.

​

If your Knight shares are held in “street name” and you do not instruct your bank, broker or other nominee on how to vote your shares with respect to any of the Knight proposals, your shares will not be counted toward determining whether a quorum is present. Your shares will be counted toward determining whether a quorum is present if you instruct your bank, broker or other nominee on how to vote your shares with respect to one or more of the Knight proposals.

Revocability of Proxies and Changes to a Knight Stockholder’s Vote

If you are a Knight stockholder of record, you may revoke or change your proxy at any time before it is voted at the Knight special meeting by:

•

sending a written notice of revocation to the Knight Corporate Secretary, at Knight’s corporate headquarters, 20002 North 19th Avenue, Phoenix, Arizona 85027, that is received by Knight prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Knight special meeting, stating that you would like to revoke your proxy;

​

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•

submitting a new proxy bearing a later date (by Internet, telephone or mail) that is received by Knight prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Knight special meeting; or

​

•

attending the Knight special meeting and voting in person.

​

If you are a Knight stockholder whose shares are held in “street name” by a bank, broker or other nominee, you may revoke your proxy or voting instructions and vote your shares in person at the Knight special meeting only in accordance with applicable rules and procedures as employed by your bank, broker or other nominee. If your shares are held in an account at a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee in order to change or revoke your proxy or voting instructions and should contact your bank, broker or other nominee to do so.

Attending the Knight special meeting will NOT automatically revoke a proxy that was submitted through the Internet or by telephone or mail. You must vote by ballot at the Knight special meeting to change your vote.

Solicitation of Proxies

The cost of solicitation of proxies from Knight stockholders will be borne by Knight. Knight will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of Knight shares. Knight has retained a professional proxy solicitation firm Okapi Partners LLC, to assist in the solicitation of proxies for a base fee of approximately $11,500 plus reasonable out-of-pocket expenses. In addition to solicitations by mail, Knight’s directors, officers and regular employees may solicit proxies personally or by telephone without additional compensation.

Attending the Knight Special Meeting

Subject to space availability and certain security procedures, all Knight stockholders as of the Knight record date, or their duly appointed proxies, may attend the Knight special meeting. Admission to the Knight special meeting will be on a first-come, first-served basis.

Each person attending the Knight special meeting must have proof of ownership of Knight shares, as well as a valid government-issued photo identification, such as a valid driver’s license or passport, to be admitted to the meeting. If you hold your Knight shares in your name as a stockholder of record, you will need proof of ownership of Knight shares. If your Knight shares are held in the name of a bank, broker or other nominee and you plan to attend the Knight special meeting, you must present proof of your ownership of Knight shares, such as a bank or brokerage account statement, to be admitted to the meeting.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Knight special meeting, please contact Okapi Partners LLC, the proxy solicitation agent for Knight, by mail at 1212 Avenue of the Americas, 24th Floor, New York, New York 10036, or by telephone toll-free at (888) 785-6617.

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KNIGHT PROPOSALS

Knight Proposal 1: The Knight Merger Proposal

As discussed throughout this joint proxy statement/prospectus, Knight is asking its stockholders to approve the Knight Merger Proposal. Under the terms of the merger agreement, Knight and Swift agreed to a combination transaction after which their respective businesses would be operated separately under a single combined company. The merger is structured as a “combination,” in which a direct wholly owned subsidiary of Swift will merge with and into Knight, with Knight becoming a wholly owned subsidiary of the combined company. Immediately prior to the merger, Swift will change its name to “Knight-Swift Transportation Holdings Inc.” Knight shares currently trade on the NYSE under the symbol “KNX,” and class A shares of Swift currently trade on the NYSE under the symbol “SWFT.” Following the merger, Knight shares will be delisted from the NYSE, deregistered under the Exchange Act and cease to be publicly traded. The combined company shares will be listed on the NYSE and are expected to trade under the current Knight symbol, “KNX.”

Knight stockholders should carefully read this joint proxy statement/prospectus in its entirety, including the annexes and exhibits, for more detailed information concerning the merger agreement and the merger. In particular, Knight stockholders are directed to the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus.

Consummation of the transaction is conditioned on approval of the Knight Merger Proposal.

Vote Required and Knight Board Recommendation

Approval of the Knight Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding Knight shares.

The Knight board of directors recommends a vote “FOR” the Knight Merger Proposal.

Knight Proposal 2: The Knight Board Classification Proposal

Although not required under Arizona law, to comply with SEC requirements Knight is asking its stockholders to approve an amendment to the Swift certificate of incorporation (which after the merger will be the certificate of incorporation of the combined company), pursuant to which the board of directors of the combined company would, like Knight’s current board of directors, be classified into three classes, each comprising as nearly as possible one-third of the directors to serve three-year terms; provided that the first class of directors will serve a term expiring at the combined company’s 2018 annual meeting of stockholders, the second class of directors will serve a term expiring at the combined company’s 2019 annual meeting of stockholders and the third class of directors will serve a term expiring at the combined company’s 2020 annual meeting of stockholders.

Classifying the board of directors of the combined company is intended to encourage continuity in leadership following the transaction, consistent with the current classified structure of Knight’s board of directors.

The combined company certificate of incorporation, the form of which is attached as Annex B to this joint proxy statement/prospectus (which has been marked to show the changes to the Swift certificate of incorporation contemplated by the Charter Amendment Proposals), will govern the combined company following completion of the transaction.

Consummation of the transaction is conditioned on approval of the Knight Board Classification Proposal.

Vote Required and Knight Board Recommendation

Approval of the Knight Board Classification Proposal requires that the votes cast by Knight stockholders present in person or represented by proxy at the Knight special meeting and entitled to vote on the proposal in favor of the proposal exceed the votes cast by such stockholders against the proposal.

The Knight board of directors recommends a vote “FOR” the Knight Board Classification Proposal.

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Knight Proposal 3: The Knight Stockholder Written Consent Proposal

Although not required under Arizona law, to comply with SEC requirements Knight is asking its stockholders to approve an amendment to the Swift certificate of incorporation, which after the merger will be the certificate of incorporation of the combined company, pursuant to which stockholders may take action by written consent, in lieu of holding a meeting, if such action is passed by unanimous written consent signed by all stockholders entitled to vote. This standard for stockholder action by written consent is consistent with the standard currently applicable to Knight and its stockholders.

The combined company certificate of incorporation, the form of which is attached as Annex B to this joint proxy statement/prospectus (which has been marked to show the changes to the Swift certificate of incorporation contemplated by the Charter Amendment Proposals), will govern the combined company following completion of the transaction.

Consummation of the transaction is conditioned on approval of the Knight Stockholder Written Consent Proposal.

Vote Required and Knight Board Recommendation

Approval of the Knight Stockholder Written Consent Proposal requires that the votes cast by Knight stockholders present in person or represented by proxy at the Knight special meeting and entitled to vote on the proposal in favor of the proposal exceed the votes cast by such stockholders against the proposal.

The Knight board of directors recommends a vote “FOR” the Knight Stockholder Written Consent Proposal.

Knight Proposal 4: The Knight Adjournment Proposal

Knight is asking its stockholders to approve the adjournment of the Knight special meeting to another time and place if necessary or appropriate to solicit additional votes in favor of the Knight Required Proposals. The merger agreement provides that the Knight special meeting will not be postponed or adjourned to a date that is more than thirty days after the date for which the Knight special meeting was originally scheduled without the consent of Swift.

Consummation of the transaction is not conditioned on the approval of the Knight Adjournment Proposal.

Vote Required and Knight Board Recommendation

Approval of the Knight Adjournment Proposal requires that the votes cast by Knight stockholders present in person or represented by proxy at the Knight special meeting and entitled to vote on the proposal in favor of the proposal exceed the votes cast by such stockholders against the proposal.

The Knight board of directors recommends a vote “FOR” the Knight Adjournment Proposal.

Knight Proposal 5: The Knight Advisory Compensation Proposal

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) of the Exchange Act, Knight is seeking non-binding, advisory stockholder approval of the compensation of Knight’s named executive officers that is based on or otherwise relates to the transaction as disclosed in “The Transaction — Interests of Knight’s Directors and Officers in the Transaction — Quantification of Potential Payments and Benefits to Knight’s Named Executive Officers.” The proposal gives Knight’s stockholders the opportunity to express their views on the transaction-related compensation of Knight’s named executive officers. Accordingly, Knight is requesting stockholders to adopt the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that may be paid or become payable to Knight’s named executive officers in connection with the transaction, as disclosed pursuant to Item 402(t) of Regulation S-K in “The Transaction — Interests of Knight’s Directors and Officers in the Transaction — Quantification of Potential Payments and Benefits to Knight’s Named Executive Officers” is hereby APPROVED.”

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Consummation of the transaction is not conditioned on approval of the Knight advisory compensation proposal. Because the vote is advisory in nature only, it will not be binding on either Knight or the combined company. Accordingly, to the extent Knight or the combined company is contractually obligated to pay the compensation, the compensation will be payable to the Knight named executive officers, subject only to the conditions applicable thereto, if the merger agreement is approved and adopted and the transaction consummated, regardless of the outcome of the advisory vote.

Vote Required and Knight Board Recommendation

Approval of the Knight advisory compensation proposal requires that the votes cast by Knight stockholders present in person or represented by proxy at the Knight special meeting and entitled to vote on the proposal in favor of the proposal exceed the votes cast by such stockholders against the proposal.

The Knight board of directors recommends a vote “FOR” the Knight advisory compensation proposal.

Other Matters to Come Before the Knight Special Meeting

No other matters are intended to be brought before the Knight special meeting by Knight. If any other matters properly come before the Knight special meeting, the persons named in the proxy will vote the shares represented thereby in accordance with the recommendation of the Knight board of directors on any such matter (unless the Knight stockholder checks the box on the proxy card to withhold discretionary voting authority).

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THE SWIFT SPECIAL MEETING

Date, Time and Place

The Swift special meeting will take place at Swift’s corporate offices which are located at 2200 S. 75th Avenue, Phoenix, Arizona 85043, on [                 ] at [      ], local time.

Purpose of the Swift Special Meeting

At the Swift special meeting, Swift stockholders will be asked to consider and vote upon the following proposals and any other business that may properly come before the Swift special meeting or any reconvened meeting following any adjournment or postponement of the Swift special meeting:

1.

Share Issuance Proposal

​

2.

Charter Amendment Proposals

​

3.

Adjournment Proposal

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Recommendation of the Swift Board of Directors

The Swift board of directors has unanimously determined that the merger agreement and the transaction, including each of the Swift charter amendment and the Swift share issuance, are advisable and are fair to and in the best interests of Swift and its stockholders and unanimously recommends that Swift stockholders vote:

•

“FOR” the Share Issuance Proposal;

​

•

“FOR” the Reclassification Proposal;

​

•

“FOR” the Reverse Stock Split Proposal;

​

•

“FOR” the Board Classification Proposal;

​

•

“FOR” the Stockholder Written Consent Proposal;

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•

“FOR” the Additional Amendments Proposal; and

​

•

“FOR” the Swift Adjournment Proposal.

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Swift Record Date; Shares Entitled to Vote

Only holders of record of class A shares of Swift and class B shares of Swift at the close of business on [           ], 2017, the record date for the Swift special meeting, will be entitled to notice of, and to vote at, the Swift special meeting or any adjournments or postponements thereof. Each class A share of Swift is entitled to cast one vote on each matter that comes before the Swift special meeting and each class B share of Swift is entitled to cast two votes on each matter that comes before the Swift special meeting.

As of the record date for the Swift special meeting, there were [      ] class A shares of Swift and [      ] class B shares of Swift outstanding and entitled to vote at the Swift special meeting.

Voting by Swift’s Directors and Executive Officers

As of the record date for the Swift special meeting, approximately [      ]% of the outstanding class A shares of Swift was held by Swift directors and executive officers and their affiliates and approximately [      ]% of the outstanding class B shares of Swift was held by the Swift Supporting Stockholders. Swift currently expects that the directors and executive officers of Swift will vote their class A shares of Swift and class B shares of Swift, as applicable, in favor of the Share Issuance Proposal and each of the Charter Amendment Proposals, although, other than the Swift Supporting Stockholders, none has entered into any agreements obligating them to do so. The Swift Supporting Stockholders, which hold approximately 55% of the total voting power of the outstanding Swift shares, have agreed to vote in favor of the Share Issuance Proposal and each of the Charter Amendment Proposals, pursuant to the terms and conditions of the Swift Support Agreement. For more information, see “The Transaction Agreements — Description of the Swift Support Agreement.”

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Quorum

Stockholders who hold a majority of the voting power of the Swift shares issued and outstanding on the record date who are entitled to vote must be present in person or represented by proxy to constitute a quorum at the Swift special meeting. Abstentions will be counted as present for purposes of determining a quorum. Because it is expected that all proposals to be voted on at the Swift special meeting will be “non-routine” matters, broker non-votes (which are Swift shares held by banks, brokers or other nominees that are present in person or by proxy at the Swift special meeting but with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal), if any, will not be counted as present for purposes of determining a quorum. Swift shares held in treasury will not be included in the calculation of the number of Swift shares represented at the Swift special meeting for purposes of determining a quorum.

Required Vote

The approval of the Share Issuance Proposal requires the affirmative vote of a majority of the votes cast at the Swift special meeting by holders of class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes), assuming a quorum is present. The approval of each Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes per share). The approval of the Swift Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast at the Swift special meeting by holders of class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes per share), assuming a quorum is present.

The approval by Swift stockholders of the Share Issuance Proposal and the Charter Amendment Proposals is a condition to the completion of the transaction. If any of the Share Issuance Proposal or the Charter Amendment Proposals are not approved and the applicable condition in the merger agreement is not waived, the transaction will not be completed.

Abstentions and Broker Non-Votes

If you are a Swift stockholder and you fail to vote, it will have the same effect as a vote against any of the Charter Amendment Proposals, but it will have no effect on the Share Issuance Proposal or the Swift Adjournment Proposal, assuming a quorum is present.

If you are a Swift stockholder and you abstain from voting, it will have the same effect as a vote against any of the Charter Amendment Proposals and the Share Issuance Proposal, but it will have no effect on the Swift Adjournment Proposal.

If you are a Swift stockholder and you fail to instruct your broker, bank or nominee to vote your Swift shares, your broker may not vote your shares on any of the Charter Amendment Proposals, the Share Issuance Proposal or the Swift Adjournment Proposal. This will have the same effect as a vote against any of the Charter Amendment Proposals, but it will have no effect on the Share Issuance Proposal or the Swift Adjournment Proposal, assuming a quorum is present.

Shares Held in Street Name

If you hold your Swift shares in a stock brokerage account or if your Swift shares are held by a bank or nominee (that is, in “street name”), you must provide the record holder of your shares with instructions on how to vote your Swift shares. Please follow the voting instructions provided by your broker, bank or nominee. Please note that you may not vote Swift shares held in street name by returning a proxy card directly to Swift or by voting in person at the special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or nominee. Further, brokers who hold Swift shares on behalf of their customers may not give a proxy to Swift to vote those shares without specific instructions from their customers.

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If you are a Swift stockholder and you do not instruct your broker, bank or nominee to vote, your broker, bank or nominee may not vote those shares, and it will have the same effect as a vote against any of the Charter Amendment Proposals, but will have no effect on the Share Issuance Proposal or the Swift Adjournment Proposal, assuming a quorum is present.

Voting Proxies

A proxy card is enclosed for your use. Swift requests that you sign the accompanying proxy and return it promptly in the enclosed postage-paid envelope. You may also vote your shares by telephone or through the Internet. Information and applicable deadlines for voting by telephone or through the Internet are set forth on the enclosed proxy card. When the accompanying proxy is returned properly executed, the Swift shares represented by it will be voted at the Swift special meeting or any adjournment or postponement thereof in accordance with the instructions contained in the proxy.

If a proxy is signed and returned without an indication as to how the Swift shares represented by the proxy are to be voted with regard to a particular proposal, the Swift shares represented by the proxy will be voted in favor of each such proposal, as applicable. In accordance with the bylaws of Swift and the General Corporation Law of the State of Delaware (referred to as the “DGCL”), business transacted at the Swift special meeting will be limited to those matters set forth in such notice. Nonetheless, if any other matter is properly presented at the Swift special meeting for consideration, it is intended that the persons named in the enclosed proxy and acting thereunder will vote in accordance with their discretion on such matter. As of the date hereof, the management of Swift has no knowledge of any business that will be presented for consideration at the Swift special meeting and which would be required to be set forth in this joint proxy statement/prospectus other than the matters set forth in the accompanying Notice of Special Meeting of Stockholders of Swift.

Your vote is important. Accordingly, please sign and return the enclosed proxy card whether or not you plan to attend the Swift special meeting in person.

Revocability of Proxies or Voting Instructions

If you are a holder of record of Swift shares on the record date for the Swift special meeting, you have the power to revoke your proxy at any time before your proxy is voted at the Swift special meeting. You can revoke your proxy in one of three ways:

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you can send a signed notice of revocation;

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you can grant a new, valid proxy bearing a later date; or

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if you are a holder of record, you can attend the Swift special meeting and vote in person, which will automatically cancel any proxy previously given, or you can revoke your proxy in person, but your attendance alone will not revoke any proxy that you have previously given.

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Attending the Swift special meeting without voting will not, by itself, revoke your proxy. If your Swift shares are held by a bank, broker or nominee, you should follow the instructions provided by the bank, broker or nominee.

If you choose either of the first two methods, you must deliver your notice of revocation or your new proxy to the corporate secretary of Swift at 2200 S. 75th Avenue, Phoenix, Arizona 85043, no later than the beginning of the Swift special meeting. If you have voted your shares by telephone or through the Internet, you may revoke your prior telephone or Internet vote by recording a different vote using the telephone or Internet, or by signing and returning a proxy card dated as of a date that is later than your last telephone or Internet vote.

Solicitation of Proxies

The cost of proxy solicitation for the Swift special meeting will be borne by Swift. In addition to the use of the mail, proxies may be solicited by officers and directors and regular employees of Swift, without additional remuneration, by personal interview, telephone, facsimile or otherwise. Swift will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of

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shares held of record on the record date and will provide customary reimbursement to such firms for the cost of forwarding these materials. Swift has retained Innisfree M&A Incorporated to assist in its solicitation of proxies and has agreed to pay them a fee of approximately $17,500, plus reasonable expenses, for these services.

SWIFT PROPOSALS

Swift Proposal 1: The Share Issuance Proposal

Swift is asking its stockholders to approve the issuance of class A shares of Swift to Knight stockholders in connection with the transaction and in respect of Knight equity awards after the effective time of the merger. Swift stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the merger agreement and the Swift share issuance. For a detailed discussion of the terms of the merger agreement and the transaction, including the Swift share issuance, see “The Transaction Agreements — Description of the Merger Agreement” or Annex A to this joint proxy statement/prospectus for the full text of the merger agreement.

Approval of the Share Issuance Proposal is a condition to the closing of the merger. If the Share Issuance Proposal is not approved, the transaction will not occur. For a detailed discussion of the conditions of the transaction, see “The Transaction Agreements — Description of the Merger Agreement — Conditions to Completion of the Transaction.”

Required Vote

The approval of the Share Issuance Proposal requires the affirmative vote of a majority of the votes cast at the Swift special meeting by holders of class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes per share), assuming a quorum is present.

The Swift board of directors unanimously recommends that Swift stockholders vote “FOR” the Share Issuance Proposal.

Swift Proposal 2: The Reclassification Proposal

Swift is asking its stockholders to approve an amendment to the Swift certificate of incorporation, pursuant to which Swift’s current dual-class common stock structure will be eliminated by converting each issued and outstanding class B share of Swift into one class A share of Swift. Following the effectiveness of the Swift Share Reclassification, Swift will have a single class of common stock outstanding, Swift Class A Common Stock, with each share entitled to one vote.

The changes to the current Swift certificate of incorporation in connection with the Reclassification Proposal are reflected in the text of the amended and restated Swift certificate of incorporation, substantially in the form included as Annex B to this joint proxy statement/prospectus, which has been marked to show changes to the Swift certificate of incorporation. Swift stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the Swift Share Reclassification and are urged to carefully read the entire amendment to the Swift certificate of incorporation included as Annex B to this joint proxy statement/prospectus before voting on this proposal.

Under the terms of the merger agreement, this amended and restated Swift certificate of incorporation would become effective immediately prior to the effective time of the merger. If Swift and Knight do not complete the transaction, Swift will not amend the Swift certificate of incorporation to effect the Swift Share Reclassification contemplated by the Reclassification Proposal, notwithstanding that Swift stockholders may have previously approved the Reclassification Proposal.

Approval of the Reclassification Proposal is a condition to the closing of the transaction. If the Reclassification Proposal is not approved, the transaction will not occur. For a detailed discussion of the conditions of the transaction, see “The Transaction Agreements — Description of the Merger Agreement — Conditions to Completion of the Transaction.”

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Required Vote

The approval of the Reclassification Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes per share).

The Swift board of directors unanimously recommends that Swift stockholders vote “FOR” the Reclassification Proposal.

Swift Proposal 3: The Reverse Stock Split Proposal

Swift is asking its stockholders to approve an amendment to the current Swift certificate of incorporation, pursuant to which, immediately after the Swift Share Reclassification, by means of a reverse stock split, each issued and outstanding class A share of Swift (including each class A share of Swift into which the class B shares of Swift were converted) will be consolidated into 0.720 of a class A share of Swift. The Reverse Stock Split will allow for the one-for-one ratio at which Knight shares will be converted into combined company shares and will allow for greater continuity with respect to the prior trading performance of Knight shares.

Proportionate voting rights and other rights of the holders of class A shares of Swift would not be affected by the Reverse Stock Split (other than as a result of the payment of cash in lieu of fractional shares as described below). For example, a holder of 2% of the voting power of the outstanding class A shares of Swift immediately prior to the effective time of the Reverse Stock Split would continue to hold 2% of the voting power of the outstanding class A shares of Swift after the Reverse Stock Split, subject to dilution as a result of the merger and the other transactions contemplated by the merger agreement, including the Swift Share Reclassification. The number of stockholders of record would not be affected by the Reverse Stock Split (except to the extent that any stockholder holds only a fractional share interest and receives cash for such interest after the Reverse Stock Split).

The changes to the current Swift certificate of incorporation in connection with the Reverse Stock Split Proposal are reflected in the text of the amended and restated Swift certificate of incorporation, substantially in the form included as Annex B to this joint proxy statement/prospectus, which has been marked to show changes to the current Swift certificate of incorporation. Swift stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the Reverse Stock Split and are urged to carefully read the entire amendment to the Swift certificate of incorporation included as Annex B to this joint proxy statement/prospectus before voting on this proposal. If Swift and Knight do not complete the transaction, Swift will not amend the Swift certificate of incorporation to effect the Reverse Stock Split contemplated by the Reverse Stock Split Proposal, notwithstanding that Swift stockholders may have previously approved the Reverse Stock Split Proposal.

Approval of the Reverse Stock Split Proposal is a condition to the closing of the transaction. If the Reverse Stock Split Proposal is not approved, the transaction will not occur. For a detailed discussion of the conditions of the transaction, see “The Transaction Agreements — Description of the Merger Agreement — Conditions to Completion of the Transaction.”

Required Vote

The approval of the Reverse Stock Split Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes).

The Swift board of directors unanimously recommends that Swift stockholders vote “FOR” the Reverse Stock Split Proposal.

Swift Proposal 4: The Board Classification Proposal

Swift is asking its stockholders to approve an amendment to the Swift certificate of incorporation, pursuant to which the board of directors would be classified into three classes, each comprising as nearly as possible one-third of the directors to serve three-year terms; provided that if the Board Classification

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Proposal is approved at the Swift special meeting, the first class of directors will serve a term expiring at the combined company’s 2018 annual meeting of stockholders, the second class of directors will serve a term expiring at the combined company’s 2019 annual meeting of stockholders and the third class of directors will serve a term expiring at the combined company’s 2019 annual meeting of stockholders.

Classifying the board of directors is intended to encourage continuity in leadership following the closing of the transaction, consistent with the current classified structure of Knight’s board of directors.

The changes to the Swift certificate of incorporation in connection with the Board Classification Proposal are reflected in the text of the amended and restated Swift certificate of incorporation, substantially in the form included as Annex B to this joint proxy statement/prospectus, which has been marked to show changes to the Swift certificate of incorporation. Swift stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the Board Classification Proposal and are urged to carefully read the entire amendment to the current Swift certificate of incorporation included as Annex B to this joint proxy statement/prospectus before voting on this proposal. If Swift and Knight do not complete the transaction, Swift will not amend the current Swift certificate of incorporation to effect the Board Classification contemplated by the Board Classification Proposal, notwithstanding that Swift stockholders may have previously approved the Board Classification Proposal.

Approval of the Board Classification Proposal is a condition to the closing of the transaction. If the Board Classification Proposal is not approved, the transaction will not occur. For a detailed discussion of the conditions of the transaction, see “The Transaction Agreements — Description of the Merger Agreement — Conditions to Completion of the Transaction.”

Required Vote

The approval of the Board Classification Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes per share).

The Swift board of directors unanimously recommends that Swift stockholders vote “FOR” the Board Classification Proposal.

Swift Proposal 5: The Stockholder Written Consent Proposal

Swift is asking its stockholders to approve an amendment to the current Swift certificate of incorporation, pursuant to which stockholders may take action by written consent, in lieu of holding a meeting, if such action is passed by unanimous written consent signed by all stockholders entitled to vote.

The changes to the current Swift certificate of incorporation in connection with the Stockholder Written Consent Proposal are reflected in the text of the amended and restated Swift certificate of incorporation, substantially in the form included as Annex B to this joint proxy statement/prospectus, which has been marked to show changes to the current Swift certificate of incorporation. Swift stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the Stockholder Written Consent and are urged to carefully read the entire amendment to the current Swift certificate of incorporation included as Annex B to this joint proxy statement/prospectus before voting on this proposal. If Swift and Knight do not complete the transaction, Swift will not amend the Swift certificate of incorporation to effect the Stockholder Written Consent contemplated by the Stockholder Written Consent Proposal, notwithstanding that Swift stockholders may have previously approved the Stockholder Written Consent Proposal.

Approval of the Stockholder Written Consent Proposal is a condition to the closing of the transaction. If the Stockholder Written Consent Proposal is not approved, the transaction will not occur. For a detailed discussion of the conditions of the transaction, see “The Transaction Agreements — Description of the Merger Agreement — Conditions to Completion of the Transaction.”

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Required Vote

The approval of the Stockholder Written Consent Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes per share).

The Swift board of directors unanimously recommends that Swift stockholders vote “FOR” the Stockholder Written Consent Proposal.

Swift Proposal 6: The Additional Amendments Proposal

Swift is asking its stockholders to approve certain additional amendments to the Swift certificate of incorporation as shown in Annex B to this joint proxy statement/prospectus. These amendments include the following:

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changing the combined company’s corporate name from “Swift Transportation Company” to “Knight-Swift Transportation Holdings Inc.”;

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providing that the size of the combined company’s board may be fixed by the board of directors and shall not be limited to fifteen directors;

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removing the corporate opportunity waiver contained in the Swift certificate of incorporation; and

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deleting the restriction that requires a special meeting of stockholders to be held within 12 months of an annual or special meeting.

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In addition, the amended Swift certificate of incorporation will include certain technical changes and will reflect that the amended Swift certificate of incorporation will be the Second Amended and Restated Certificate of Incorporation. The provisions of the amended and restated certificate of incorporation were negotiated by the parties to the merger agreement and are considered by the parties to be an integral part of the transaction.

The changes to the current Swift certificate of incorporation in connection with the Additional Amendments Proposal are reflected in the text of the amended and restated Swift certificate of incorporation, substantially in the form included as Annex B to this joint proxy statement/prospectus, which has been marked to show changes to the Swift certificate of incorporation. Swift stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the Additional Amendments and are urged to carefully read the entire amendment to the current Swift certificate of incorporation included as Annex B to this joint proxy statement/prospectus before voting on this proposal. If Swift and Knight do not complete the transaction, Swift will not amend the Swift certificate of incorporation to effect the Additional Amendments contemplated by the Additional Amendments Proposal, notwithstanding that Swift stockholders may have previously approved the Additional Amendments Proposal.

Approval of the Additional Amendments Proposal is a condition to the closing of the transaction. If the Additional Amendments Proposal is not approved, the transaction will not occur. For a detailed discussion of the conditions of the transaction, see “The Transaction Agreements — Description of the Merger Agreement — Conditions to Completion of the Transaction.”

Required Vote

The approval of the Additional Amendments Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding class A shares of Swift and class B shares of Swift, voting together (with each class A share of Swift entitled to one vote and each class B share of Swift entitled to two votes per share).

The Swift board of directors unanimously recommends that Swift stockholders vote “FOR” the Additional Amendments Proposal.

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Swift Proposal 7: The Swift Adjournment Proposal

Swift stockholders are being asked to approve the adjournment of the Swift special meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the Share Issuance Proposal and the Charter Amendment Proposals, if there are insufficient votes at the time of such adjournment to approve such proposals.

If, at the Swift special meeting, the number of Swift shares present or represented and voting in favor of the Share Issuance Proposal and each of the Charter Amendment Proposals is insufficient to approve such proposals, Swift may move to adjourn the Swift special meeting in order to enable the Swift board of directors to solicit additional proxies for approval of such proposals, subject to the terms of the merger agreement.

Required Vote

Approval of the Swift Adjournment Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of Swift shares, assuming a quorum is present.

The Swift board of directors unanimously recommends that Swift stockholders vote “FOR” the Swift Adjournment Proposal.

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THE TRANSACTION

The following is a description of certain material aspects of the transaction. This description may not contain all of the information that may be important to you. The discussion of the transaction in this joint proxy statement/prospectus is qualified in its entirety by reference to the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A, the form of combined company’s Certificate of Incorporation and Bylaws that will be in effect as of the closing of the transaction, each of which is filed as an exhibit to the registration statement to which this joint proxy statement/prospectus relates, the voting agreements, each of which is filed as an exhibit to the registration statement to which this joint proxy statement/prospectus relates and the stockholders agreements and the Moyes letter agreement, each of which is filed as an exhibit to the registration statement to which this joint proxy statement/prospectus relates. We encourage you to read carefully this entire joint proxy statement/prospectus, including the annexes and exhibits to, and the documents incorporated by reference in, this joint proxy statement/prospectus and the exhibits to the registration statement to which this joint proxy statement/prospectus relates, for a more complete understanding of the transaction and documents incorporated by reference. This section is not intended to provide you with any factual information about Knight or Swift. Such information can be found elsewhere in this joint proxy statement/prospectus and in the public filings Knight and Swift make with the SEC, as described in “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

General Description of the Transaction

Under the terms of the merger agreement, Knight and Swift agreed to a combination transaction after which their respective businesses would be operated separately under a single combined company. The transaction will be implemented through several steps that will occur in immediate succession.

First, Swift’s certificate of incorporation will be amended. As a result of this amendment, all of the outstanding class B shares of Swift (each of which is currently entitled to two votes) will convert into an equal number of class A shares of Swift (each of which is currently entitled to one vote) and immediately afterwards each outstanding class A share of Swift (including those class A shares into which the class B shares were converted) will be combined by means of a reverse stock split into 0.720 of a class A share of Swift. No holder of class A shares of Swift will be issued fractional shares in the Reverse Stock Split. Each holder of class A shares of Swift subject to the Reverse Stock Split who would otherwise have been entitled to receive a fraction of a combined company share (after aggregating all shares held by such holder) will receive cash in an amount equal to the Swift fractional share consideration.

As part of the amendment to its certificate of incorporation, Swift will change its name to “Knight-Swift Transportation Holdings Inc.”, which will be the name of the combined company.

Immediately after the amendment to Swift’s certificate of incorporation, a direct wholly owned subsidiary of Swift will merge with and into Knight, with Knight becoming a wholly owned subsidiary of the combined company. In the merger, each Knight share issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive one combined company share.

After consummation of the transaction, Knight and Swift stockholders are expected to own approximately 46% and 54%, respectively, of the outstanding combined company shares. Knight shares currently trade on the NYSE under the symbol “KNX,” and class A shares of Swift currently trade on the NYSE under the symbol “SWFT.” Following the closing of the transaction, there will be one class of combined company shares outstanding, which will be listed on the NYSE and is expected to trade under the symbol “KNX.” Based on the number of outstanding Knight and Swift shares as of  [           ], 2017, and the Knight and Swift equity awards expected to vest in connection with the transaction, a total of approximately [      ] combined company shares are expected to be outstanding immediately after the completion of the transaction.

Although the existing Knight and Swift businesses will continue to be operated separately after the consummation of the transaction, the financial results of these businesses will be reported on a consolidated basis in the consolidated financial statements of the combined company. While it has not yet been determined where the indebtedness of the businesses will eventually be held, it is anticipated that it will be serviced from the cash flows of both businesses, and that both companies will be obligors with respect to such indebtedness.

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Consideration to be Received by the Knight Stockholders

In the merger, each Knight share issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive one combined company share.

The merger consideration will be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend, any dividend or distribution of securities convertible into Knight shares or class A shares of Swift, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Knight shares or class A shares of Swift outstanding after the date of the merger agreement and prior to the effective time of the merger (in each case, other than the Swift Share Reclassification and Reverse Stock Split).

Background of the Transaction

The Swift board of directors and management team periodically and in the ordinary course evaluate and consider a variety of financial and strategic opportunities to enhance stockholder value as part of Swift’s long-term business plans and operating strategies in light of industry, regulatory and economic trends and developments.

Similarly, Knight’s board of directors and management team periodically and in the ordinary course evaluate and consider a variety of financial and strategic opportunities to enhance Knight’s growth prospects as Knight’s board of directors and management team seek to build stockholder value by improving operations at acquired companies.

The Knight and the Swift organizations have a long-standing familiarity with each other’s businesses as the two largest truckload companies in Phoenix, Arizona, with Kevin Knight, Executive Chairman of the board of directors of Knight, and Gary Knight, Vice Chairman of the board of directors of Knight, having previously worked at Swift until 1990. Representatives of Swift and Knight have discussed a possible combination informally at various points over the past several years. These discussions previously did not progress to any level of formality because of differences in size, valuation multiple and strategy that prevailed at various times. During 2016, certain industry and company-specific events coincided to make discussions, in Knight’s view, more likely.

In mid-2016, the trucking industry was facing excess capacity and other industry challenges. Based on the belief of members of Knight management that both Knight and Swift might be able to better face those challenges as a combined company, Mr. Kevin Knight scheduled a meeting with Mr. Moyes to ascertain whether he might be supportive of a combination of Knight and Swift.

On August 30, 2016, Mr. Moyes and Mr. Kevin Knight met. At the meeting, Mr. Kevin Knight expressed Knight’s interest in combining Knight and Swift. Mr. Moyes stated that in his view as a stockholder, in light of what he perceived as Swift’s operational challenges and Knight’s proven track record of operational excellence, such a combination could have merit. No proposal was made at this meeting and the parties did not discuss any financial terms of a potential transaction. Mr. Moyes told Mr. Kevin Knight that he would inform Richard H. Dozer, Chairman of the Swift board of directors, of the discussion and that if the Swift board of directors was interested in pursuing such a transaction the financial terms of any transaction would be negotiated by the companies’ respective boards of directors with the assistance of their financial and legal advisors.

Mr. Moyes subsequently informed Mr. Dozer of his discussion with Mr. Kevin Knight and of Knight’s interest in a potential combination of Knight and Swift and from time to time thereafter Mr. Moyes informed Mr. Dozer on a regular basis of his interactions with Knight. Shortly thereafter, Mr. Kevin Knight called Mr. Dozer to express Knight’s interest in a strategic combination between Knight and Swift. The parties conceptually discussed a potential transaction structure that would allow each company to continue to operate independently under common ownership without any discussion regarding price or other economic terms.

On September 1, 2016, the Knight board of directors held a meeting and briefly discussed a potential acquisition opportunity related to Swift.

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On September 7, 2016 the Swift board of directors held a meeting at which Knight’s interest in a potential combination of Knight and Swift was discussed.

On September 8, 2016, Swift announced that Richard Stocking, Swift’s President and Chief Operating Officer, was appointed to the position of President and Co-Chief Executive Officer, effective immediately. Also on September 8, 2016, Swift announced that Mr. Moyes would retire from Swift effective December 31, 2016 and would serve as Co-Chief Executive Officer through his retirement date and would serve as a consultant with the title of Founder and Chairman Emeritus and would continue as a member of the Swift board of directors following his retirement date. Mr. Moyes’ retirement date and the transition of the President and Chief Executive Officer titles had been discussed by Mr. Moyes and the Swift board of directors for several weeks. The retirement announcement was not connected to the initial discussion with Mr. Kevin Knight. In light of Mr. Moyes’ planned retirement and his view as a stockholder of Swift that Knight had a proven track record of operational excellence, Mr. Moyes continued to believe that a combination of Knight and Swift could have merit, although his views on the potential merit of a combination did not have any impact on his decision to retire.

On September 8, 2016, Mr. Kevin Knight called Mr. Dozer to schedule a meeting later in the month to further explore a potential combination of Knight and Swift.

On the morning of September 23, 2016, Mr. Dozer, Mr. Moyes and Messrs. Kevin and Gary Knight had a meeting to discuss the strategic rationale for a combination of Knight and Swift, including the potential management team of the combined company. No proposal was made at this meeting and the parties did not discuss any financial terms of a potential transaction.

On the morning of September 26, 2016, Mr. Dozer met with Messrs. Knight to further discuss potential terms of a combination, including the potential management team of a combined company.

On September 26, 2016, the Swift board of directors held a meeting to discuss a potential transaction with Knight, including the engagement of legal and financial advisors to assist with Swift’s evaluation of a potential transaction. In attendance were representatives of Swift’s management team. At that meeting, the Swift board of directors authorized the engagement of Kirkland as counsel to Swift in connection with the evaluation of a potential transaction with Knight and decided to select a financial advisor at a later date following interviews of investment banks.

On September 30, 2016, Mr. Mark Scudder of Scudder Law Firm, P.C., L.L.O. (referred to as the “Scudder Law Firm”), counsel to Mr. Moyes, met with Mr. Kevin Knight to discuss potential governance and voting matters applicable to Mr. Moyes as a stockholder that would need to be resolved should a potential transaction be further pursued by Knight and Swift. These matters included the extent to which Mr. Moyes would be (i) required to vote his Swift stock in favor of a transaction, (ii) entitled as a stockholder to designate members of the board of directors of the combined company and (iii) subject to the combined company’s restrictions on hedging and pledging shares. Additionally, the parties discussed Mr. Moyes’ role, if any, with the combined company. No financial terms of a potential transaction were discussed at this meeting.

On October 3, 2016, Mr. Kevin Knight informed Mr. Dozer that Knight would be instructing Fried Frank, Knight’s transaction counsel, to send a mutual nondisclosure agreement to Kirkland.

On October 4, 2016, Kirkland received a draft mutual nondisclosure agreement from Fried Frank.

On October 5, 2016, a meeting of the Swift board of directors was convened to discuss the draft nondisclosure agreement that had been received, as well as various other aspects of a potential transaction with Knight. In attendance were representatives of Swift’s management team and representatives of Kirkland. Representatives of Kirkland briefed the Swift board of directors on the material terms of the nondisclosure agreement (including mutual standstill obligations), the transaction evaluation process generally and the engagement of an investment bank to assist with evaluating a potential combination with Knight. At the conclusion of the meeting, the Swift board of directors scheduled a meeting in Phoenix later in October to interview potential financial advisors and invited all directors who were able to attend the meeting to participate, with those directors attending to report back to the directors who would not be attending with their recommendation for a financial advisor.

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On October 6, 2016, Mr. Kevin Knight informed Mr. Dozer that Knight was presently focused on preparing for its quarterly earnings announcement and would not likely be in a position to submit a proposal with respect to a potential transaction until sometime after quarterly earnings were to be released.

Between October 6, 2016 and October 10, 2016, Mr. Mark Scudder and Mr. Gary Knight engaged in further conversations regarding potential governance and voting matters discussed by Mr. Scudder and Mr. Kevin Knight at their meeting on September 30. No financial terms of a potential transaction were discussed during these conversations.

On October 19, 2016, Mr. Mark Scudder had a telephone conference with Mr. Gary Hourihan of Echelon Compensation Partners, regarding the history, organizational structure, and corporate governance background of both companies, as well as the potential management, governance and voting issues to be discussed at the October 20 meeting.

On October 20, 2016, Mr. Moyes, Mr. Earl Scudder of the Scudder Law Firm, Mr. Mark Scudder, Messrs. Knight and other representatives of Knight met to discuss potential governance and share ownership matters that would affect Mr. Moyes as a stockholder should a potential transaction be further pursued by Knight and Swift. These matters included (i) the potential impact of a transaction on Mr. Moyes’ hedging and pledging positions and Mr. Moyes’ ability to continue engaging in hedging and pledging activities and (ii) the extent to which Mr. Moyes would be entitled as a stockholder to designate members of the board of directors of the combined company. Additionally, the parties discussed Mr. Moyes’ role, if any, with the combined company and that, in connection with any agreed transaction, Mr. Moyes would agree to vote his Swift stock in favor of a transaction. Messrs. Knight indicated that as a condition to any transaction between Knight and Swift, the holders of class B shares of Swift would be required to relinquish their high-vote shares and to receive the same consideration as the other stockholders of Swift. Mr. Moyes indicated at the meeting that, in light of his belief in the potential value creation that could be achieved through a combination of the two companies, he, as the beneficial owner of a majority of the class B shares of Swift, would be prepared to relinquish the high-vote shares under his control in any transaction and to receive the same consideration as the other stockholders of Swift in any potential transaction, and that he believed other members of his family would be willing to do the same. Mr. Moyes did not request, and he was not offered, any additional consideration for the class B stockholders in the transaction in exchange for relinquishing their class B shares of Swift. The parties did not discuss the potential exchange ratio or other financial terms of a potential transaction during this discussion.

On October 21, 2016, Knight sent Mr. Mark Scudder an outline of several issues relating to the governance and voting terms that would apply to Mr. Moyes as a stockholder should a potential transaction be further pursued by Knight and Swift. From time to time thereafter, Mr. Mark Scudder had occasional discussions with representatives of Knight regarding the governance and voting terms that would apply to Mr. Moyes as a stockholder should a potential transaction be further pursued by Knight and Swift. In these discussions, representatives of Knight expressed the view that Mr. Moyes should be a member of the board of directors of the combined company and an advisor and consultant to the Chairman and Vice Chairman of the combined company and, in this way, the combined company would benefit significantly from Mr. Moyes’ considerable knowledge of and experience with Swift’s business, including his long-standing relationships with customers, and the trucking industry generally. At the same time, it was important to Knight that Mr. Moyes agree to limit his ability to use his ownership position to exert influence over the combined company or adversely impact the trading price of the combined company’s shares. In this regard, the parties discussed the extent to which Mr. Moyes would be entitled as a stockholder to designate members of the board of directors of the combined company and his role as a senior advisor and consultant as well as terms of potential standstill, voting, share transfer, pledging and hedging restrictions that would be applicable to Mr. Moyes and his family as stockholders of a combined company. The parties did not discuss the potential exchange ratio or other financial terms of a potential transaction during these discussions, and Mr. Moyes kept Mr. Dozer apprised of these discussions.

On October 27, 2016, Messrs. Dozer, Moyes, Riley and Vander Ploeg, members of Swift management and representatives of Kirkland met with three investment banks and discussed the potential engagement of a financial advisor in connection with a range of potential strategic transactions involving Swift and the investment banks’ respective qualifications, reputations and experience.

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On November 3, 2016, the Swift board of directors held a meeting at which representatives of Swift’s management team and representatives of Kirkland and representatives of Pearl Meyer, Swift’s compensation consultant, were in attendance. The Swift board of directors discussed the October 27 investment bank interviews and further discussed the retention of a financial advisor in connection with the evaluation of a potential transaction involving Knight. The Swift board of directors concluded that it would not make a decision to engage a financial advisor until a proposal was received from Knight. The Swift board of directors also discussed the recommendations of Pearl Meyer regarding compensation for members of the Swift board of directors, to be paid on a per meeting basis, for the potential significant additional work associated with the evaluation of the potential transaction. Thereafter, the Swift board of directors unanimously approved such additional director compensation for services provided in connection with the potential transaction as follows: (i) $500 for meetings (in person or via tele-conference) of one hour or less; (ii) $1,000 for meetings (in person or via tele-conference) of one to four hours; and (iii) $2,500 for meetings (in person or via tele-conference) of four hours or more.

On November 8, 2016, the Knight board of directors held a regularly scheduled meeting attended by members of Knight’s management team and representatives of Evercore, Fried Frank and Ryley, Carlock & Applewhite, P.C. (referred to as “Ryley Carlock”), counsel to Knight. At the meeting, representatives of Fried Frank discussed with the directors their fiduciary duties in considering a potential combination with Swift, as well as terms potentially applicable to any such combination, as well as standstill and other terms potentially applicable to Mr. Moyes and his family members as stockholders of the combined company. At the meeting, representatives of Evercore discussed with the board their preliminary financial analysis of a potential transaction. In this regard, representatives of Evercore and Fried Frank discussed with the board that in all-stock, strategic combination transactions of parties within the same industry such as the potential combination with Swift, it was customary for the exchange ratio in the transaction to be fixed at signing and not subject to post-signing adjustment. As a result, both the Knight stockholders and Swift stockholders would be subject to fluctuations in the trading price of the companies’ shares between signing and closing.

On November 16, 2016, the Swift board of directors held a meeting at which representatives of Swift’s management team and representatives of Kirkland were in attendance. At the meeting, the Swift directors discussed the status of the potential transaction with Knight and the potential timing for receipt of a proposal from Knight.

On November 28, 2016, the Knight board of directors held a meeting attended by members of Knight’s management team and representatives of Evercore, Fried Frank and Ryley Carlock. At the meeting, Knight’s management team reviewed a draft indication of interest (referred to as the “Initial Proposal”) for a potential combination with Swift. After discussion, the board authorized Knight management to deliver the Initial Proposal to Swift.

On November 28, 2016, Mr. Kevin Knight sent the Initial Proposal to Mr. Dozer. The Initial Proposal contemplated a combination of Knight and Swift in an all-stock transaction in which each class A share of Swift and class B share of Swift would be exchanged for 0.740 of a share of the combined company, and each share of Knight would be exchanged for one combined company share. The 0.740 proposed exchange ratio represented a 3% premium to Swift’s closing share price of  $25.36 on November 25th, a 2% premium to the 90-day average exchange ratio and a 10% premium to the 180-day average exchange ratio, in each case calculated using the volume-weighted average intraday share prices of Knight and Swift. Based on the 0.740 proposed exchange ratio, following the closing of a potential business combination, Swift stockholders would own approximately 55% of the combined company, with Knight stockholders owning the remaining 45%. The Initial Proposal was expressly subject to due diligence with respect to various contingent liabilities and potential asset valuation adjustments, for which Knight requested additional information to assess. The Initial Proposal contemplated that (1) the combined company would include a number of Swift directors to be mutually agreed upon, but the combined company’s board of directors would have a majority of its directors comprised of current directors of Knight; (2) certain of Swift’s key executive officers and operating team members would continue to hold leadership roles over Swift’s business after closing; and (3) both companies would continue to operate as distinct businesses with separate brands. In addition, the Initial Proposal stated that the new name of the combined company would include both the “Knight” and “Swift” names.

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On November 28, 2016 Mr. Dozer acknowledged receipt of the Initial Proposal via email to Mr. Kevin Knight.

On December 1, 2016, the Swift board of directors met to discuss the Initial Proposal. Members of Swift management and representatives of Kirkland were present at the meeting. At the meeting, the Swift board of directors approved the selection of Morgan Stanley as its financial advisor. Swift retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. The representatives of Kirkland discussed various legal and process considerations relating to the Initial Proposal. At the meeting, the Swift board of directors also decided that in light of the importance of any decisions regarding the Initial Proposal and to provide additional time for the directors to consider the Initial Proposal with the benefit of legal and financial advice, the Swift board of directors would further discuss these matters at the next quarterly meeting on December 22, 2016, during which Morgan Stanley would provide its preliminary financial analysis relating to the Initial Proposal. The Swift board of directors then further discussed process and next steps, including designating a single point of contact for discussions with Knight or other potentially interested parties, and the Swift board of directors unanimously agreed that Mr. Dozer should serve as the Company’s primary point of contact for all such discussions.

On December 13, 2016, Mr. Dozer distributed to the Swift board of directors and the Swift senior management team a set of guidelines, prepared with assistance from Kirkland, which provided, among other things, that all communications on behalf of Swift with any counterparty relating to a possible transaction should be conducted by or at the direction of Mr. Dozer, and that no director or officer should engage in individual conversation regarding the potential transaction with any counterparty or its advisors without Mr. Dozer’s supervision or approval. The guidelines further provided that no confidential information of Swift, including information regarding a potential transaction, may be shared with any third party without the permission of Mr. Dozer. Mr. Dozer further noted that, as previously communicated to the Swift board of directors, in order to be in a position to engage with Knight should the Swift board of directors decide to move forward with discussions, Kirkland was proceeding with negotiating the draft nondisclosure agreement so that the parties would be in a position to further explore the potential transaction should the Swift board of directors decide to do so.

On December 19, 2016, Kirkland sent to Fried Frank a revised draft of the nondisclosure agreement.

On December 22, 2016, the Swift board of directors held its quarterly meeting at which the Initial Proposal was discussed, with representatives of Swift’s management, Kirkland and Morgan Stanley in attendance. Mr. Moyes recounted to the Swift board of directors that he had met with Mr. Kevin Knight concerning the concept of a potential combination of Swift and Knight within the past six months and that he had subsequently met with Mr. Kevin Knight to discuss the strategic logic of a potential combination, the structure of the combined company, the potential leadership of the combined company and the potential synergies that could be achieved. Mr. Dozer then recounted to the Swift board of directors that he received a call from Mr. Kevin Knight in late August during which Mr. Kevin Knight expressed that Knight was interested in a potential combination of Swift and Knight. Mr. Dozer also stated that he had separately met with Mr. Moyes, Mr. Kevin Knight and Mr. Gary Knight and with Mr. Kevin Knight and Mr. Gary Knight to discuss the strategic rationale for a combination of Knight and Swift, including the potential management team of the combined company. Representatives of Kirkland reviewed the key terms and legal aspects of the Initial Proposal, and discussed with the Swift board of directors various legal matters, including the directors’ fiduciary duties, the guidelines that had been distributed to the Swift board of directors on December 13th, process considerations and various aspects of strategic transactions involving companies with significant stockholders. The representatives of Kirkland noted that the Initial Proposal remained subject to due diligence relating to various contingent liabilities relating to Swift. During the meeting, Swift’s management team delivered a presentation regarding Swift’s management projections, based on the Swift December standalone projections and the Swift December standalone projections (as further described in the section entitled “— Swift Management’s Unaudited Prospective Financial Information”). Morgan Stanley also presented to the Swift board of directors a relationship disclosure letter that had been previously circulated to the Swift board of directors, noting in particular that in the past two years Morgan Stanley had not been engaged on any financial advisory or financing assignments for Knight, but that Morgan Stanley or an affiliate thereof was a lender to each of Mr. Moyes and Mr. Keith Knight. Morgan Stanley reviewed preliminary strategic and financial considerations relevant to the Swift board of

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directors’ evaluation of the Initial Proposal, including preliminary financial analysis based on the Swift December standalone projections. At the request of the Swift board of directors, Mr. Moyes indicated his support for a combination of Knight and Swift, including if Mr. Moyes would not be offered a role with the combined company. The Swift board of directors discussed potential next steps in an executive session without management present (which was convened to discuss matters relating to management) and an additional executive session without Mr. Moyes present (which was convened to discuss considerations relating to Mr. Moyes and to further discuss the Initial Proposal more generally). At the meeting, the Swift board of directors concluded that Mr. Dozer should communicate to Mr. Kevin Knight that while the Swift board of directors had not yet taken a formal view on the Initial Proposal, in order to provide the Swift board of directors with the information necessary to evaluate a potential transaction with Knight, Swift was willing to sign a nondisclosure agreement, exchange financial projections, provide Knight with the targeted due diligence items noted in the Initial Proposal and engage in discussions regarding potential synergies. The Swift board of directors further concluded that Swift should present to Knight the Swift December upside standalone projections.

Shortly thereafter, Mr. Dozer called Mr. Kevin Knight and communicated that while the Swift board of directors had not determined that it wished to pursue the Initial Proposal, Swift was willing to execute a nondisclosure agreement and provide due diligence information to address the key areas highlighted in the Initial Proposal as potentially impacting the proposed exchange ratio so that Knight could submit a less conditional proposal. Mr. Dozer and Mr. Kevin Knight also agreed to exchange financial projections and to facilitate discussions on potential synergies.

On December 28, 2016, Kirkland and Fried Frank discussed the due diligence process discussed between Mr. Dozer and Mr. Kevin Knight following the December 22, 2016 board meeting.

On January 6, 2017, Fried Frank sent a revised draft of the nondisclosure agreement to Kirkland. Between January 6, 2017 and January 16, 2017, Kirkland and Fried Frank negotiated the terms of a mutual nondisclosure agreement containing reciprocal standstill obligations (and which permitted each party to privately submit one or more acquisition proposals to the other party’s chairman or board of directors), which was executed on January 16, 2017.

On January 6, 2017, representatives of Fried Frank sent to representatives of the Scudder Law Firm a draft term sheet for discussion setting forth potential obligations to vote in favor of a transaction as well as governance rights, standstill provisions and transfer restrictions that would apply to Mr. Moyes and his family members as stockholders should a potential transaction be pursued by Knight and Swift.

On January 10, 2017, Mr. Earl Scudder, Mr. Mark Scudder, Mr. Moyes, Messrs. Knight, representatives of Evercore, representatives of Fried Frank and representatives of Knight management met to discuss the draft term sheet.

On January 11, 2017, Mr. Moyes provided an update to Mr. Dozer about the topics discussed during the January 10, 2017 meeting between Mr. Moyes and the representatives of Knight.

On January 11, 2017, Mr. Dozer met with Mr. Kevin Knight and Mr. Gary Knight to discuss the topics discussed during the January 10, 2017 meeting between Mr. Moyes and the representatives of Knight and the status of the nondisclosure agreement.

From January 21, 2017 through the middle of March, 2017, Knight management conducted due diligence on the potential contingencies identified in the Initial Proposal and engaged in discussions with Swift management and Morgan Stanley regarding potential synergies, with Swift management conducting due diligence with respect to certain business, financial and legal matters relating to Knight.

On January 24, 2017, Mr. Dozer, Mr. Moyes, Mr. Gary Knight and Mr. Kevin Knight met to discuss the status of each party’s evaluation of a potential transaction. Beginning in late January, Mr. Dozer and Messrs. Knight began meeting regularly to discuss various aspects of the potential transaction without discussing the financial terms of the transaction.

On January 27, 2017, the parties exchanged financial projections, with Swift providing the Swift December upside standalone projections and Knight providing the January 4 Knight Internal Forecasts and the January 4 Knight Forecasts for Swift (as further described in the section entitled “— Knight Management’s Unaudited Prospective Financial Information”).

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Also on January 27, 2017, Scudder Law Firm sent to Fried Frank a draft amendment to Mr. Moyes’ existing consulting agreement with Swift, revised to reflect Mr. Moyes as serving as Senior Advisor to the Executive Chairman and the Vice Chairman of the combined company should a potential transaction be pursued by Knight and Swift.

On February 1, 2017, the Knight board of directors held a meeting attended by members of Knight’s management team and representatives of Ryley Carlock. At the meeting, the Knight management team reviewed the status of due diligence and the status of discussions with Mr. Moyes regarding potential obligations to vote in favor of a transaction, as well as governance rights, standstill and voting restrictions and share transfer restrictions that would apply to Mr. Moyes and his family members as stockholders should a potential transaction be pursued by Knight and Swift. In particular, the Knight management team discussed their view that the combined company could benefit significantly from Mr. Moyes’ considerable knowledge of and experience with Swift’s business and the trucking industry generally if Mr. Moyes were a member of the board of directors of the combined company and an advisor and consultant to the Chairman and Vice Chairman of the combined company. At the same time, the Knight management team discussed the potentially significant voting power that Mr. Moyes and his family members would possess as stockholders of the combined company and the importance to Knight that Mr. Moyes agree to limit his ability to use his ownership position to exert influence over the combined company or adversely impact the trading price of the combined company’s shares. In this regard, the Knight management team discussed terms of potential standstill, voting, share transfer, pledging and hedging restrictions that would be applicable to Mr. Moyes and his family as stockholders of a combined company.

From February 2, 2017 through February 28, 2017, Mr. Mark Scudder from time to time engaged in discussions with representatives of Fried Frank and Evercore regarding potential obligations to vote in favor of a transaction as well as a potential right on the part of Mr. Moyes to designate members of the board of directors of the combined company, a limitation on the ability of Mr. Moyes and his family members to vote in excess of an agreed percentage of shares of the combined company, the period of time during which standstill provisions would apply to Mr. Moyes and his family members and transfer restrictions that would apply to Mr. Moyes and his family members.

On February 3, 2017, Mr. Moyes and Messrs. Knight met to discuss potential obligations to vote in favor of a transaction as well as governance rights, standstill provisions and transfer restrictions that would apply to Mr. Moyes and his family members as stockholders should a potential transaction be pursued by Knight and Swift and the status of the parties’ evaluation of the potential transaction. In particular, the parties discussed a potential right on the part of Mr. Moyes to designate up to two members of the board of directors of the combined company, a limitation on the ability of Mr. Moyes and his family members to vote in excess of 12.5% of the shares of the combined company and standstill provisions that would apply to Mr. Moyes his family members until such time as their ownership fell below 5%.

On February 6, 2017, at the request of Knight and Mr. Dozer, Mr. Stocking and Ms. Henkels met with Messrs. Knight in Dallas to discuss the potential roles of Swift management in the combined company, as contemplated by the Initial Proposal.

On February 27, 2017, Mr. Gary Knight met with Mr. Dozer and provided Mr. Dozer with a copy of the term sheet that had been discussed with Mr. Moyes regarding potential obligations on the part of Mr. Moyes and his family members to vote in favor of a transaction, as well as governance rights, standstill provisions and transfer restrictions that would apply to Mr. Moyes and his family members as stockholders of the combined company, including that, at closing, Mr. Moyes would assume the non-executive role of senior advisor to the executive chairman and to the vice chairman of the combined company and that Mr. Moyes would continue in his consultant role, pursuant to an amended consulting agreement. Afterward, Mr. Dozer met with Mr. Moyes to discuss the matters reflected in the term sheet.

On February 28, 2017, the Swift board of directors held a meeting at which representatives of Swift management, Kirkland and Morgan Stanley were present. Mr. Dozer, Swift management and representatives of Morgan Stanley and Kirkland provided an update on the status of the potential transaction with Knight since the prior meeting of the Swift board of directors, describing the discussions that had taken place between Swift and Knight and the progress of Knight’s due diligence, noting that Swift and Knight had exchanged financial projections and engaged in a due diligence exercise. Representatives of

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Morgan Stanley reviewed additional preliminary financial analysis regarding Swift and Knight. Representatives of Morgan Stanley also discussed other strategic opportunities that might potentially be available to Swift, including a leveraged recapitalization, the sale of a business unit of Swift, an acquisition of another business in the industry, a sale to or merger with a different strategic buyer, a leveraged buyout and continuing as a standalone entity, each of which was discussed by the Swift board of directors. The Swift board of directors solicited the views of Mr. Moyes, in his capacity as a stockholder of Swift, on the other strategic opportunities that might potentially be available to Swift. Mr. Moyes informed the Swift board of directors that he would not support any strategic transaction involving Swift other than a combination with Knight. The Swift board of directors discussed the fact that as the holder of more than a majority of the voting power of Swift, Mr. Moyes’ support would be critical to the success of a combination with Knight or other strategic transactions, and Mr. Moyes reiterated his support for a combination with Knight. Representatives of Kirkland summarized for the Swift board of directors the term sheet which had been received from Knight relating to potential obligations on the part of Mr. Moyes and his family members to vote in favor of a transaction as well as governance rights, standstill provisions and transfer restrictions that would apply to Mr. Moyes and his family members as a stockholder of the combined company. During the course of the meeting, the Swift board of directors met in executive session (without members of Swift management present) to discuss Swift’s performance, industry trends generally and the Swift board of directors’ views on Swift’s management and prospects as a standalone company.

On March 1, 2017, Knight provided a memo to Swift outlining Knight’s views on integration and potential synergies.

On March 2, 2017, representatives of Knight, Mr. Dozer, Mr. Moyes and Mickey R. Dragash, executive vice president and general counsel of Swift, had a meeting to discuss certain litigation matters to which Swift was a party. Separately, Messrs. Knight, a representative of Knight, Mr. Moyes and Mr. Earl Scudder met to discuss Mr. Moyes’ views on such litigation matters.

On March 7, 2017, Mr. Dozer met with a representative of Knight to discuss the meetings on March 2, 2017 and Knight’s assessment of the potential liability associated with Swift’s litigation.

From March 7, 2017 through March 22, 2017, Mr. Mark Scudder from time to time engaged in discussions with representatives of Evercore and Fried Frank regarding matters that would affect Mr. Moyes in his capacity as a stockholder of the combined company.

On March 14, 2017, following the completion of Knight’s targeted due diligence exercise, Mr. Dozer met with Messrs. Knight. During the meeting, Messrs. Knight provided Mr. Dozer with a revised proposal letter (referred to as the “Revised Proposal”) reflecting a 0.675 exchange ratio and a related presentation describing the Revised Proposal. Fried Frank separately provided the same materials to Kirkland and Evercore separately provided the same materials to Morgan Stanley. The Revised Proposal reflected the following key governance terms: (i) Swift would remain as the surviving public company, (ii) the combined company would have a single class of shares outstanding, (iii) the combined company’s board would consist of 10 to 15 directors, with two directors to be selected by the Swift board of directors and two directors to be selected by Mr. Moyes in his capacity as a stockholder and (iv) Mr. Moyes and members of his family and Messrs. Knight would be subject to obligations to vote in favor of a transaction as well as standstill provisions and transfer restrictions with respect to the combined company and Mr. Moyes would have certain governance rights with respect to the combined company. That same day, Mr. Moyes met with Messrs. Knight regarding potential governance matters that would apply to the combined company.

On March 16, 2017, a meeting of the Swift board of directors was held to discuss the Revised Proposal. In attendance at the meeting were representatives of the Swift management team, Kirkland and Morgan Stanley. Representatives of Kirkland presented regarding various legal considerations relating to the Revised Proposal, including the directors’ fiduciary duties, noting that the 0.675 exchange ratio reflected in the Revised Proposal was lower than the 0.740 exchange ratio reflected in the Initial Proposal, but reflected a higher premium as compared to the Initial Proposal due to recent changes in the parties’ stock prices, and that Knight had attributed the lower exchange ratio to the results of its due diligence and Knight’s views on potential contingent liabilities relating to Swift and the impact of a potential owner-operator remediation program. The representatives of Kirkland described the key governance provisions in the Revised Proposal and discussed the due diligence that had been conducted by Knight and

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Swift in relation to the Revised Proposal. Representatives of Morgan Stanley discussed updated preliminary financial analysis regarding Swift and Knight and the Revised Proposal, including as compared to the Initial Proposal. Members of the Swift board of directors then discussed various financial aspects of the Revised Proposal, including in relation to the impact of Swift’s mid-quarter earnings update, historical average exchange ratios of Swift and Knight’s trading prices, the companies’ differing views on the nature and magnitude of contingent liabilities and the potential upside value creation that could be unlocked in eliminating Swift’s dual class share structure. In addition, representatives of Morgan Stanley and Kirkland discussed with the Swift board of directors that in an all-stock, strategic combination transaction such as the potential combination with Knight, it was typical for the exchange ratio to be fixed at signing and not subject to post-signing adjustment and that, consequently, both the Swift stockholders and Knight stockholders would be subject to fluctuations in the trading price of the companies’ shares between signing and closing. At the meeting, the Swift board of directors concluded that Mr. Dozer should meet with representatives of Knight to communicate that while Swift was willing to continue exploring a transaction with Knight, the exchange ratio would need to be increased in light of these and other factors.

On March 17, 2017, Mr. Dozer informed Mr. Gary Knight that Swift was prepared to continue exploring a transaction with Knight but that the proposed exchange ratio was too low, including in relation to the impact of Swift’s mid-quarter earnings update, historical average exchange ratios of Swift and Knight’s trading prices, the companies’ differing views on the nature and magnitude of contingent liabilities and the potential upside value creation that could be unlocked in eliminating Swift’s dual class share structure.

On March 18, 2017, Morgan Stanley and Evercore had a telephone conversation during which Morgan Stanley presented a number of considerations in support of a higher exchange ratio, including the matters discussed between Mr. Dozer and Mr. Gary Knight on March 17, 2017.

On March 19, 2017, Mr. Dozer and Mr. Gary Knight met. Mr. Gary Knight communicated an offer to increase the exchange ratio to 0.70, and that Knight would welcome having Ms. Henkels serve as the chief financial officer of the combined company, if she were willing to do so, but that Knight’s improved proposal was conditioned on Swift not soliciting or entertaining alternative transactions. Mr. Dozer informed Mr. Gary Knight that the newly increased exchange ratio was still likely too low, but that he would discuss it with the Swift board of directors.

On March 20, 2017, a meeting of the Swift board of directors was held to discuss the March 19th proposal and Mr. Dozer’s March 19th meeting with Mr. Gary Knight. In attendance at the meeting were representatives of Kirkland and Morgan Stanley. At the meeting, representatives of Morgan Stanley also summarized their March 18, 2017 telephone conversation with Evercore. The Swift board of directors reviewed and discussed various aspects of the March 19th proposal. At the conclusion of the meeting, the Swift board of directors gave Mr. Dozer the authority to propose and negotiate with Knight an exchange ratio in the range of 0.73 to 0.75.

On March 21, 2017, Mr. Dozer and Mr. Gary Knight met again. Mr. Gary Knight stated a willingness to increase the exchange ratio to 0.71 and Mr. Dozer stated that an exchange ratio more consistent with that reflected in the Initial Proposal was more appropriate. Mr. Gary Knight responded that Knight might be willing to offer an exchange ratio of 0.7125. Mr. Dozer told Mr. Gary Knight he did not have authority to agree to an exchange ratio in that range, but that he would discuss the Knight proposal with the Swift board of directors.

Later in the afternoon on March 21, 2017, Mr. Dozer and Mr. Gary Knight spoke again. During the course of this discussion, Mr. Gary Knight stated that Knight would be willing to increase the exchange ratio to 0.72, but that it was the highest exchange ratio that Knight would offer. Mr. Dozer again communicated that he did not have authority to agree to an exchange ratio at that level, but that he would present it to the Swift board of directors for consideration.

In the evening of March 21, 2017, a meeting of the Swift board of directors was held to discuss the recent negotiations between Mr. Dozer and Mr. Gary Knight. In attendance at the meeting were representatives of Kirkland and Morgan Stanley. Mr. Dozer recounted the conversations he had engaged in with Mr. Gary Knight earlier in the day and that Mr. Gary Knight had ultimately raised Knight’s proposed

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exchange ratio to 0.72, which Mr. Gary Knight said was the highest that Knight would offer. Representatives of Morgan Stanley provided additional preliminary analysis of the exchange ratio and reviewed with the Swift board of directors their conversations with Evercore, in which Knight’s proposed exchange ratio of 0.72 had also been characterized as the highest that Knight would offer. After further discussions, the members of the Swift board of directors unanimously concluded to move forward with discussions based on an exchange ratio of 0.72.

On March 22, 2017, Mr. Dozer and Mr. Gary Knight spoke and agreed to move forward with discussions based on an exchange ratio of 0.72.

On March 22, 2017, the Knight board of directors held a meeting attended by members of Knight’s management team and representatives of Ryley Carlock. At that meeting, the Knight management team updated the Knight board of directors on the terms of the transaction and the status of the due diligence review.

In the evening of March 22, 2017, Kirkland received a draft merger agreement from Fried Frank. Fried Frank also provided draft support agreements for Mr. Moyes and Messrs. Knight, which were also provided to the Scudder Law Firm. The merger agreement reflected, among other things, a transaction structure in which Mr. Moyes would deliver a written consent at signing approving the transactions and a “force the vote” provision which would not permit the Swift board of directors to terminate the merger agreement in order to accept an unsolicited superior proposal.

On March 23, 2017, Morgan Stanley shared with Evercore a confirmatory business and legal diligence list to serve as the basis for a reciprocal confirmatory due diligence process, which continued until April 9th.

On March 26, 2017, Mr. Dozer met with Mr. Gary Knight to discuss the provisions of the draft merger agreement relating to voting and fiduciary obligations.

On March 28, 2017, Kirkland and the Scudder Law Firm received from Fried Frank a draft stockholders agreement with Mr. Moyes and his family members that would apply following the closing of the transaction. Also on March 28, 2017, Mr. Stocking and Ms. Henkels met separately with Messrs. Knight to discuss potential roles with the combined company. On March 29, 2017, Mr. Stocking and Ms. Henkels each separately informed Mr. Kevin Knight that they would be pursuing other opportunities following the closing of the transaction.

On March 30, 2017, Kirkland sent to Fried Frank a revised draft of the merger agreement reflecting, among other things, a structure in which each party would hold a special meeting of its stockholders to approve the transactions and each party would have a fiduciary termination right permitting it to terminate the merger agreement in order to accept an unsolicited superior proposal, subject to the payment of a termination fee equal to 3% of Swift’s equity value.

Between March 30, 2017 and April 9, 2017, Kirkland and Fried Frank negotiated the terms of the merger agreement and the support agreements.

On March 31, 2017, Mr. Dozer and Messrs. Knight met to discuss certain provisions of the merger agreement, including the fiduciary provisions (including whether both parties would hold a special meeting of stockholders to approve the transactions, whether the parties would have a fiduciary termination right to accept an unsolicited superior proposal, the amount of the termination fees and the circumstances in which the support agreements would terminate), the payment of transaction expenses in the event the stockholders of either party do not approve the transactions, the treatment of Knight dividends between signing and closing and the identity and allocation of class membership for Swift directors who would be appointed to the combined company board. With respect to board membership, Knight requested that Mr. Dozer and Mr. Vander Ploeg serve on the combined company board, with each to be designated to serve in the class of directors with a term expiring at the combined company’s 2019 annual meeting of stockholders, and Swift requesting that Mr. Vander Ploeg be designated to serve in the class of directors with a term expiring at the combined company’s 2020 annual meeting.

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During the week of April 3, 2017, the parties exchanged drafts of the merger agreement, as well as the support agreements and stockholders agreements for each of Mr. Moyes and Messrs. Knight, and continued negotiating the terms of these agreements. In connection with these negotiations, the parties discussed the fact that Mr. Stocking and Ms. Henkels would be pursuing other opportunities following the closing of the transaction such that their roles at the combined company would not need to be reflected in these agreements.

On April 4, 2017, Mr. Dozer and Messrs. Knight discussed open business and legal issues in the merger agreement, including the voting and fiduciary provisions.

On April 4, 2017, representatives of the Scudder Law Firm sent a draft amended consulting agreement for Mr. Moyes that would be applicable after closing to Fried Frank. Between April 4 and April 9, 2017, representatives of Fried Frank and the Scudder Law Firm negotiated the amended consulting agreement.

In the morning of April 5, 2017, Mr. Earl Scudder had a telephone conference with Mr. Gary Knight, Todd Carlson, General Counsel of Knight, and a representative of Fried Frank regarding outstanding transaction terms. Later that day, after consulting with Mr. Moyes, Mr. Earl Scudder had a subsequent telephone conference with a representative of Fried Frank and communicated that Mr. Moyes agreed to pay a $25 million termination fee in the event the merger agreement is terminated in circumstances in which Swift is obligated to pay a termination fee to Knight and in which Mr. Moyes voted in favor of the alternative transaction in his capacity as a stockholder.

On April 5, 2017, the Knight board of directors held an in-person meeting attended by members of Knight’s management team and representatives of Evercore, Fried Frank, Ryley Carlock and Littler Mendelson P.C., legal counsel retained by Knight in connection with its review of employment and labor matters. At the meeting, members of Knight management discussed with the board the results of the due diligence that had been conducted with respect to Swift. Representatives of Fried Frank reviewed with the board their fiduciary duties and the terms of the merger agreement, the certificate of incorporation and by-laws of the combined company, the support agreements with Mr. Moyes and his family members and with Messrs. Knight, the post-closing stockholders agreements with Mr. Moyes and his family members and with Messrs. Knight and the post-closing consulting agreement with Mr. Moyes as well as the points remaining open on the transaction documents, including the size of the termination fee, expense reimbursement obligations, Swift’s proposal that Knight cease to pay its regular quarterly dividend between signing and closing and the classes of the combined company board of directors of which the Swift designees would be members. At the meeting, representatives of Evercore reviewed and discussed with the board their financial analysis of the potential transaction.

Following the meeting of the Knight board of directors on April 5, 2017, Fried Frank contacted Kirkland and communicated that the Knight board of directors had approved the presentation of a package of provisions to resolve the open business and legal issues, including that each party would have a fiduciary termination right subject to the payment of a termination fee of 3% of each party’s respective market capitalization, the voting agreements would terminate upon a termination of the merger agreement, Mr. Moyes would be obligated to pay an additional $25 million to Knight if the merger agreement is terminated in circumstances in which Swift is obligated to pay a termination fee to Knight and in which Mr. Moyes voted in favor of the alternative transaction in his capacity as a stockholder, neither party would be obligated to pay the other party’s transaction expenses in the event the party’s stockholders do not approve the transactions, Knight would be permitted to continue paying regular dividends between signing and closing, and Mr. Vander Ploeg would be designated to serve in the class of directors with a term expiring at the combined company’s 2019 annual meeting of stockholders.

On April 6, 2017, a meeting of the Swift board of directors was held to discuss the status of the transaction agreements. In attendance were representatives of Swift management, Kirkland and Morgan Stanley. Representatives of Kirkland summarized the status of the transaction agreements and noted the remaining open points in the negotiations and the positions proposed by Knight on April 5, 2017. The Swift board of directors requested Mr. Dozer and Kirkland to continue negotiations and to report back to the Swift board of directors with updates regarding the progress of these negotiations.

On April 7, 2017, the independent directors of the board of directors of Knight held a special meeting to discuss the status of the transaction. Representatives of Ryley Carlock were present at the meeting. The

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independent directors conducted an extensive review of the transaction, including evaluating the unique opportunity presented by the transaction, the fairness of the proposed price, the status of due diligence, Swift contingent liabilities, the synergies that might be achieved and risks related to proceeding with the transaction, including risks relating to integrating the operations of the Knight and Swift. The independent directors also proposed a committee to oversee integration matters.

For the next several days, Mr. Dozer and representatives of Knight, and Kirkland and Fried Frank, further negotiated the open points in the merger agreement and the support agreements and stockholders agreements with Messrs. Knight, with representatives of the Scudder Law Firm and Fried Frank negotiating the open points in the support agreement, stockholders agreement and consulting agreement with Mr. Moyes.

On April 9, 2017, the Knight board of directors met. The meeting was attended by members of Knight management and representatives of Fried Frank, Ryley Carlock and Evercore. During the meeting, members of Knight management provided a due diligence update and representatives of Fried Frank described the final resolution of the open terms of the transaction documents. Representatives of Evercore reviewed and discussed with the Knight board of directors Evercore’s financial analysis of the transaction. At the request of the Knight board of directors, Evercore provided to and discussed with the Knight board of directors its oral opinion, which was subsequently confirmed by delivery of a written opinion dated April 9, 2017, that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Evercore in delivering its opinion, the merger consideration was fair, from a financial point of view, to the Knight stockholders entitled to receive such merger consideration pursuant to the merger agreement. Based on the discussions and deliberations at this meeting and prior meetings, and based on the information provided to the Knight board of directors, the Knight board of directors unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement were advisable, fair to and in the best interests of Knight and its stockholders, (ii) approved and adopted the merger agreement and the transactions contemplated by the merger agreement, and the related agreements and documents, including the support agreements, stockholders agreements, the amended consulting agreement with Mr. Moyes and the proposed certificate of incorporation and bylaws for the combined company and (iii) recommended that the Knight stockholders vote “FOR” the Knight Required Proposals.

On April 9, 2017, the Swift board of directors held a meeting, with representatives of Swift’s management, Kirkland and Morgan Stanley in attendance. During the meeting, Swift’s management and representatives of Morgan Stanley and Kirkland provided an update on the findings of the business, financial, legal, tax and accounting due diligence that had been conducted. Representatives of Kirkland described to the Swift board of directors the terms of the transaction documents, which had been substantially finalized. Representatives of Morgan Stanley reviewed with the Swift board of directors Morgan Stanley’s financial analysis of the merger consideration and rendered to the Swift board of directors its oral opinion, which was subsequently confirmed by delivery of a written opinion dated April 9, 2017, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the merger consideration to be paid by Swift pursuant to the merger agreement was fair, from a financial point of view, to Swift. Based on the discussions and deliberations at this meeting and prior meetings, the Swift board of directors unanimously determined that the merger and the merger agreement and the transactions contemplated thereby, including the Swift charter amendment and the Swift share issuance, were advisable and in the best interests of Swift and its stockholders, unanimously approved and adopted the merger agreement, authorized management to execute the merger agreement on behalf of Swift, directed that the Swift charter amendment and Swift share issuance be submitted to a vote at a meeting of Swift stockholders, resolved to recommend that Swift stockholders vote to approve the Swift charter amendment and the Swift share issuance, and approved and authorized certain related matters, including the support agreements and stockholders agreements.

On April 9, 2017, the parties executed the transaction agreements.

On April 10, 2017, the parties announced the transaction contemplated by the merger agreement before the open of the U.S. financial markets.

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Knight’s Reasons for the Transaction; Recommendation of the Knight Board of Directors

At its meeting on April 9, 2017, the Knight board of directors unanimously (i) determined that the merger agreement and the transaction were advisable, fair to and in the best interests of Knight and its stockholders, (ii) approved and adopted the merger agreement and the transactions contemplated by that agreement, and the related agreements and documents, including the support agreements, the post-closing stockholders agreements, the Moyes consulting agreement and the forms of certificate of incorporation and bylaws of the combined company and (iii) recommended that the Knight stockholders vote “FOR” the Knight Required Proposals.

In its evaluation of the merger agreement and the transaction, the Knight board of directors consulted with Knight’s management and legal and financial advisors, and considered a number of factors, including those that are discussed below. The Knight board of directors considered these factors as a whole and unanimously considered the relevant information and factors to be favorable to, and in support of, its determinations and recommendations.

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Larger Scale.   Knight management’s expectation that, following the transaction, the combined company would be North America’s leading diversified truckload carrier group — comprising the largest full truckload and dedicated fleets and service center network, comprised of 23,000 tractors, 77,000 trailers and over 70 service locations.

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Complementary Operations and Expertise.   Knight management’s view that the Swift business, with its dedicated fleet, Mexican presence and unparalleled fleet size, and the Knight business, with its industry-leading margins and returns in dry van and refrigerated segments and brokerage expertise, are highly complementary.

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Cultural Compatibility.   Knight management’s expectation that the combination of Knight and Swift will enable the combined company to benefit from the skill sets and capabilities of each company to apply operational discipline across the combined company and to take advantage of strategic and innovation opportunities with an enhanced platform, while operating separate brands.

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Significant Value Creation Potential.   Knight management’s expectation that the combined company will realize up to $100 million of synergies in 2018 and up to $150 million in 2019 and adjusted earnings per share accretion of over 30% in 2018, the first full year following the completion of the transaction.

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Increased Free Cash Flow.   Knight management’s expectation that the merger will result in significant free cash flow creation.

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The Knight board of directors considered the following additional factors as generally supporting its determinations and recommendations:

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its belief that the merger is more favorable to Knight stockholders than the potential value that would result from Knight continuing as a stand-alone company or from other potential alternative transactions;

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information and discussions with Knight’s management regarding Swift’s business, results of operations, financial and market position, and anticipated benefits of size and scale of the combined company, as well as the recommendation of the transaction by Knight’s management;

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the financial analysis presented by Evercore and its oral opinion, subsequently confirmed in writing, that, as of April 9, 2017, and based upon and subject to the various limitations, matters, qualifications and assumptions set forth in such opinion, the merger consideration to be received by holders of Knight shares issued and outstanding immediately prior to the effective time of the merger pursuant to the merger agreement was fair, from a financial point of view, to such holders. The full text of the written opinion, which is more fully described below in the section entitled “— Opinion of Knight’s Financial Advisor,” is attached as Annex C to this joint proxy statement/​prospectus and is incorporated herein by reference in its entirety;

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the support of the transaction by Jerry Moyes and the other Swift Supporting Stockholders, who have entered into the Swift Support Agreement pursuant to which, among other things, the Swift Supporting Stockholders have agreed to vote their Swift shares in favor of the Swift Required Proposals;

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Knight management’s view as to the likelihood that the transaction will be consummated, based on, among other things, the conditions to closing contained in the merger agreement, the commitment by Knight and Swift to use reasonable best efforts to obtain regulatory clearances and the Swift Support Agreement with the Swift Supporting Stockholders;

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that the Swift Supporting Stockholders will be subject to certain voting and transfer limitations and standstill obligations with respect to the combined company following the closing of the transaction, pursuant to the terms and conditions of the Swift Stockholders Agreement, as more fully discussed in the section entitled “The Transaction Agreements — Description of the Swift Stockholders Agreement;”

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the scope and results of Knight’s due diligence investigation of Swift, which included review of historical financial results and projections, existing agreements, contingent liabilities and legal and other matters;

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the ability of Knight, between the signing and closing of the transaction, to continue paying its regular quarterly dividend;

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the expectation that U.S. Holders of Knight shares generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Knight shares for combined company shares in the merger; and

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the financial and other terms of the merger agreement, including:

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the right of Knight to negotiate with a third party that submits an unsolicited alternative acquisition proposal that the Knight board of directors determines would reasonably be expected to lead to a superior proposal for Knight and the ability to terminate the merger agreement in order to enter into a superior proposal, subject to certain notice requirements and payment of  $75.3 million termination fee to Swift;

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the ability of the Knight board of directors, under certain circumstances described in the section entitled “The Transaction Agreements — Description of the Merger Agreement — No Solicitation,” to change its recommendation in favor of the Knight Merger Proposal; and

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the termination fee of  $89.1 million and/or expense reimbursement of up to $10 million payable by Swift to Knight under certain circumstances described in the section entitled “The Transaction Agreements — Description of the Merger Agreement — Termination Fees and Expenses.”

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The Knight board of directors weighed the foregoing advantages and benefits against a variety of potentially negative factors, including:

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the challenges inherent in the operation of two businesses under the combined company, and the risk that the cost savings, synergies and other benefits expected to be obtained as a result of the transaction might not be fully or timely realized;

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the potential for diversion of management focus for an extended period, potential employee and driver attrition and the possible effects of the announcement and pendency of the transaction on customers and business relationships;

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the fact that substantial costs will be incurred by both Knight and Swift in connection with the transaction;

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the risk that Swift might not meet its financial projections;

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the risk that Swift’s contingent liabilities may exceed anticipated exposure, and other risks associated with Swift’s business;

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the amount of time it could take to complete the transaction, including the fact that completion of the transaction depends on factors outside of Knight’s control, and the risk that the conditions to closing will not be satisfied, including as a result of  (i) Knight’s stockholders failing to grant the requisite approvals to complete the transaction or (ii) the required regulatory approvals for the transaction failing to be obtained;

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certain terms of the merger agreement, including:

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the restriction on Knight’s ability to solicit alternative transaction proposals;

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the requirement that Knight hold a stockholder vote on the Knight Required Proposals, even though Knight’s board of directors might have withdrawn its recommendation prior to the stockholder vote;

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the termination fee of  $75.3 million and/or expense reimbursement of up to $10 million that Knight would be required to pay to Swift if the merger agreement is terminated under certain circumstances described in the section entitled “The Transaction Agreements — Description of the Merger Agreement — Termination Fees and Expenses;” and

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the restrictions on the conduct of Knight’s business until the completion of the transaction (or the termination of the merger agreement), which may delay or prevent Knight from undertaking business opportunities that may arise or negatively affect Knight’s ability to attract and retain key personnel;

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the possibility that the transaction is not completed and the potential consequences of not completing the transaction, including the potential negative impact on Knight, its business and the trading price of the Knight shares;

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the fact that the merger exchange ratio is fixed and will not change based on changes to the share price of class A shares of Swift if the value of Swift’s business declines relative to the value of Knight’s business prior to completion of the transaction;

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the influence of the Swift Supporting Stockholders with respect to any stockholder vote because the Swift Supporting Stockholders will hold approximately 24% of the outstanding combined company shares after closing and, although pursuant to the Swift Stockholders Agreement they are required to vote the combined company shares that they hold in excess of 12.5% of outstanding combined company shares in the manner determined by a voting committee comprised of Jerry Moyes, Kevin Knight and Gary Knight or their respective appointed successors, they are entitled to vote all of their combined company shares on any stockholder vote taken to approve a sale of the combined company;

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the potential downward pressure on the share price of the combined company that may result if Swift stockholders seek to sell their combined company shares after the closing; and

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the risks of the type and nature described under “Risk Factors” beginning on page 37.

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In addition to considering the factors described above, the Knight board of directors considered the fact that Knight’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of Knight stockholders. See “— Interests of Knight’s Directors and Officers in the Transaction.”

In view of the wide variety of factors considered in connection with the transaction, the Knight board of directors did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific material factors it considered in reaching its decision. In addition, individual members of the Knight board of directors may have given different weight to different factors.

The Knight board of directors believed that the potential benefits of the transaction to Knight and its stockholders outweighed the risks, many of which are mentioned above. The Knight board of directors realized, however, that there can be no assurance about future results, including results considered or

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expected as described in the factors listed above. This explanation of the reasoning of the Knight board of directors and all other information in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”

Swift’s Reasons for the Transaction; Recommendation of the Swift Board of Directors

After careful consideration, the Swift board of directors, by a unanimous vote of all directors, at a meeting held on April 9, 2017, approved the merger agreement and the transaction, including the Swift charter amendment and the Swift share issuance.

In the course of evaluating the merger agreement and the transaction, including the Swift charter amendment and the Swift share issuance, the Swift board of directors consulted with Swift’s management and Swift’s legal and financial advisors and considered a number of factors in reaching its decision to approve the merger agreement and the transaction, including the Swift charter amendment and the Swift share issuance, including the following:

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Strategic and Financial Considerations.   The Swift board of directors believes that the merger will provide a number of significant strategic and financial benefits that have the potential to create additional value for Swift stockholders, including the following:

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the combination of Swift and Knight is expected to create the industry’s largest full truckload company in North America, with enhanced geographic presence, increased fleet size and an expanded service center network that will enable the combined company to strengthen its overall market position, creating a best-in-class platform capable of delivering sustained growth and value creation;

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with the significant increase in scale and breadth in its core markets, the combined company will have greater potential to improve profitability in its core markets than Swift could on a standalone basis;

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the combined company is expected to generate significant cost and revenue synergies following the closing of the transaction through, among other drivers, increased operational efficiencies through the adoption of best practices and capabilities from each of Knight and Swift and improved yield through managing deadhead and commitments;

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the expectation that the merger will likely be accretive on an earnings per share basis for Swift stockholders in 2018, the first full year following the merger, compared to ownership of class A shares of Swift on a standalone basis;

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the combined company is expected to have strong cash flows, which will provide the combined company with an enhanced capability to invest in future growth and deliver attractive returns to its stockholders and the option to de-lever;

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the fact that Swift and Knight both have decentralized operational responsibilities, respect for drivers and superior customer service, which is expected to create continuity for drivers and customers; and

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Swift will maintain its distinct brand in customer and driver facing activities, sustaining many years of strong relationships and operating knowledge.

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Participation in Future Appreciation.   The fact that, after giving effect to the Swift Share Reclassification and Reverse Stock Split described under “The Transaction Agreements — Description of the Merger Agreement — Structure of the Transaction” and the merger, Swift stockholders would continue to own approximately 54% of the combined company on a fully-diluted basis, and, as a result, Swift stockholders would participate in the future growth of the combined company and share in the benefits of the expected synergies after the merger.

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Premium Over Share Trading Price.   The fact that the exchange ratio used for the purpose of the Reverse Stock Split to determine the respective ownership interest of Swift’s and Knight’s stockholders after the merger, in combination with the one-for-one ratio at which Knight shares

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will be converted into combined company shares, implied a premium of 10% to the trading price of class A shares of Swift based on the closing price per share as of April 7, 2017 (the last trading day before the Swift board of directors approved the merger).

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Stand-Alone Prospects of Swift.   The Swift board of directors was aware of the inherent uncertainty of attaining management’s internal financial projections, including those set forth in the section entitled “— Swift Management’s Unaudited Prospective Financial Information,” and that as a result, Swift’s actual financial results in future periods could differ materially from management’s forecasted results.

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Fixed Exchange Ratio.   The fact that the merger consideration is based on a fixed exchange ratio provides certainty as to the number of class A shares of Swift that will be issued to Knight stockholders.

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Tax-Free Merger.   The expectation that the merger will be treated as a tax-free reorganization for U.S. federal income tax purposes.

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Knowledge of Business.   The Swift board of directors’ familiarity with the business, operations, financial condition, earnings and prospects of Knight, as well as its knowledge of the current and prospective environment in which Swift and Knight operate and related industry, economic and market conditions and trends.

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Knight Management Depth and Experience.   The existing Knight senior management team’s extensive experience in the trucking industry, beginning their careers at Swift, and proven track record of operational excellence, which is expected to facilitate realization of synergies.

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Representation on Combined Company Board.   The fact that the 13-member combined company board will have four representatives from the current Swift board, which would contribute to continuity of management oversight and an understanding of best practices at both Swift and Knight that is expected to facilitate successful integration of the two companies.

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Opinion of Morgan Stanley.   The oral opinion of Morgan Stanley rendered on April 9, 2017, which was subsequently confirmed by delivery of the written opinion, dated April 9, 2017, to the Swift board of directors to the effect that as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the merger consideration to be paid by Swift pursuant to the merger agreement was fair, from a financial point of view, to Swift. Morgan Stanley’s opinion is more fully described in the section entitled “— Opinion of Swift’s Financial Advisor.”

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Support from the Swift Supporting Stockholders.   In conjunction with the merger agreement, Jerry Moyes and the other Swift Supporting Stockholders, which as of April 9, 2017 held approximately 55% of the outstanding voting power of Swift, entered into a support agreement to vote the class A shares of Swift and class B shares of Swift that they beneficially own in favor of the Swift charter amendment and the Swift share issuance.

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Reclassification.   The Swift board of directors believes that the Swift Share Reclassification will offer several benefits, including the following:

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the Swift Share Reclassification will align stockholders’ voting rights with their economic interests in the combined company by establishing a simplified common stock capital structure in which each outstanding share of common stock of the combined company will be entitled to one vote. The Swift Share Reclassification is expected to allow stockholders to have greater influence on the management and affairs of Swift and will help make Swift a more attractive investment for a broader base of investors; and

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without a controlling stockholder to exert significant influence over Swift’s management and affairs following the closing of the transaction, the perceived trading price discount placed on the class A shares of Swift, the only class of Swift’s common stock outstanding that trades, as a result of Swift’s existing dual-class structure might be eliminated.

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Alternative Transactions.   The assessment by the Swift board of directors of the range of possible benefits to Swift stockholders of any strategic alternative to the transaction, and the timing and the likelihood of accomplishing the goals of any potential alternative.

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Terms of the Merger Agreement.   The Swift board of directors reviewed and considered the terms of the merger agreement, including the parties’ respective representations, warranties and covenants, the conditions to their respective obligations to complete the transaction and their ability to terminate the agreement. See “The Transaction Agreements — Description of the Merger Agreement” for a detailed discussion of the terms and conditions of the merger agreement. In particular, the Swift board of directors considered the following:

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Superior Proposals.   The Swift board of directors has the ability, under certain circumstances and subject to certain conditions specified in the merger agreement, to consider and respond to unsolicited acquisition proposals with respect to Swift and to engage in negotiations with persons making any such acquisition proposal and to terminate the merger agreement in order to enter into a superior proposal (as defined in “The Transaction Agreements — Description of the Merger Agreement — No Solicitation”), subject to certain notice requirements and the requirement that Swift pay a $89.1 million termination fee to Knight. The Swift board of directors evaluated, in consultation with Swift’s legal and financial advisors, the amount of the termination fee payable by Swift in circumstances specified in the merger agreement, and determined that such fee is reasonable and would not unduly impede the ability of a third party to make a superior proposal; and

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Conditions to Completion of the Transaction; Likelihood of Closing.   The Swift board of directors considered the reasonable likelihood of the completion of the transaction, including Knight’s obligations to complete the merger, Knight’s obligations to take reasonable best efforts to obtain all antitrust approvals and the likelihood that the merger will be approved by requisite regulatory authorities and holders of Swift shares and Knight shares.

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The Swift board of directors also considered various risks and other potentially negative factors concerning the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the Swift charter amendment and the Swift share issuance, including the following factors:

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the exchange ratio is fixed and will not be adjusted at closing based on the relative market values of Swift shares or Knight shares, which means that the market value of the merger consideration could increase prior to the closing of the merger;

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the fact that Swift stockholders will not have the sole opportunity to continue participating in Swift’s potential upside as a standalone company, but rather will participate in Swift’s upside as part of the combined company;

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the risk of not realizing all of the anticipated strategic and financial benefits of the merger within the expected time frame or at all and that Swift stockholders will be subject to future financial, business and operational risks associated with the combined company;

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the substantial changes to be incurred in connection with the transaction, including costs of integrating Swift and Knight and the transaction expenses arising from the transaction;

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the potential diversion of management focus and resources from operational matters and other strategic opportunities and the risk of any loss or change in the relationship of Swift with its employees, tenants and other business relationships while the transaction is pending;

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the risk that the potential benefits of the Swift Share Reclassification may not be fully realized;

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the possibility that the transaction may not be completed, or that their completion may be delayed for reasons that are beyond the control of Swift or Knight, including that either Swift stockholders may fail to approve any of the Charter Amendment Proposals that are conditions to the closing of the merger or the Share Issuance Proposal in connection with the transaction or that Knight stockholders may fail to adopt the merger agreement and approve the transaction;

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the restrictions on the conduct of Swift’s business between the date of the merger agreement and the effective time of the merger;

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the terms of the merger agreement placing certain customary limitations on the ability of Swift to solicit acquisition proposals;

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the ability of the Knight board of directors, under certain circumstances and subject to certain conditions specified in the merger agreement, to consider and respond to unsolicited acquisition proposals with respect to Knight and to engage in negotiations with persons making any such acquisition proposal and to terminate the merger agreement in order to enter into a superior proposal, subject to certain notice requirements and the requirement that Knight pay a $75.3 million termination fee to Swift;

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the fact that Mr. Moyes, in his capacity as a stockholder of Swift, had informed the Swift board of directors that he would not support any strategic transaction involving Swift other than a combination with Knight;

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the risk that regulatory agencies may object to and challenge the merger or may impose terms and conditions in order to resolve those objections that adversely affect the financial results of the combined company;

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the obligation to pay Knight a termination fee of  $89.1 million and/or expense reimbursement of up to $10 million if the merger agreement is terminated under certain circumstances;

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the other factors described in the section entitled “Risk Factors.”

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In addition to the factors described above, the Swift board of directors considered the fact that some of Swift’s directors and executive officers have other interests in the merger that are different from, or in addition to, the interests of Swift’s stockholders generally, as discussed in the section entitled “— Interests of Swift’s Directors and Officers in the Transaction,” including the fact that Mr. Moyes will continue to have a non-executive consultant position and be subject to certain restrictions and obligations after the consummation of the transaction, as more fully described in the section entitled “The Transaction Agreements — Description of the Amended and Restated Moyes Letter Agreement.”

The above discussion of the factors considered by the Swift board of directors is not intended to be exhaustive, but does set forth material factors considered by the Swift board of directors. In light of the wide variety of factors considered in connection with its evaluation of the merger and the other transactions contemplated by the merger agreement, including the Swift charter amendment and the Swift share issuance and the complexity of these matters, the Swift board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors, and individual directors may have held varied views of the relative importance of the factors considered. The Swift board of directors viewed its position and recommendation as being based on an overall review of the totality of the information available to it and considered these factors in the aggregate to be favorable to, and to support, its determination regarding the merger, the Swift charter amendment and the Swift share issuance.

This explanation of Swift’s reasons for the merger and the other transactions contemplated by the merger agreement, including the Swift charter amendment and the Swift share issuance, and other information presented in this section is forward-looking in nature and should be read in light of the section of this joint proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements.”

For the reasons set forth above, the Swift board of directors unanimously declared that the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the Swift charter amendment and the Swift share issuance, are advisable and fair to and in the best interests of Swift and its stockholders and unanimously approved the merger agreement, the Swift charter amendment and the Swift share issuance. The Swift board of directors unanimously recommends to Swift’s stockholders that they vote “FOR” each of the Share Issuance Proposal, “FOR” the Charter Amendment Proposals and “FOR” the Swift Adjournment Proposal.

Opinion of Knight’s Financial Advisor

Knight has retained Evercore to act as its financial advisor in connection with the proposed transaction. The Knight board of directors engaged Evercore based on Evercore’s qualifications, experience

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and reputation, as well as its familiarity with the business of Knight. Evercore is an internationally recognized investment banking firm and is regularly engaged in the valuation of businesses in connection with mergers and acquisitions, leveraged buyouts, competitive biddings, private placements and valuations for corporate and other purposes. As part of this engagement, the Knight board of directors requested that Evercore evaluate the fairness, from a financial point of view, of the merger consideration to the Knight stockholders entitled to receive such merger consideration pursuant to the merger agreement. On April 9, 2017, Evercore delivered to the Knight board of directors its oral opinion, subsequently confirmed by its delivery of a written opinion dated as of such date, that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications, limitations and other matters set forth in its opinion, the merger consideration was fair, from a financial point of view, to the Knight stockholders entitled to receive such merger consideration pursuant to the merger agreement.

The full text of Evercore’s written opinion, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Evercore in delivering its opinion, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference in its entirety. The description of Evercore’s written opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Evercore’s opinion should not be construed as creating any fiduciary duty on Evercore’s part to any party, and such opinion is not intended to be, and does not constitute, a recommendation to the Knight board of directors or to any other person in respect of the transaction, including as to how any Knight stockholder should vote or act in respect of the transaction.

You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Knight board of directors, and was delivered to the Knight board of directors in connection with its evaluation of the fairness, from a financial point of view, of the merger consideration to the Knight stockholders entitled to receive such merger consideration pursuant to the merger agreement. The opinion did not address any other aspects or implications of the transaction.

Evercore’s opinion necessarily was based upon information made available to Evercore as of April 9, 2017 and financial, economic, monetary, market, regulatory and other conditions and circumstances as they existed and could be evaluated on such date. Evercore undertook no obligation, and is under no obligation, to update, revise or reaffirm its opinion based on subsequent developments.

In connection with delivering its opinion, Evercore, among other things:

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reviewed certain publicly available business and financial information relating to Knight that Evercore deemed to be relevant;

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reviewed certain historical non-public financial statements and other historical non-public financial data relating to Knight prepared and furnished to Evercore by management of Knight;

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reviewed (i) certain projected non-public financial statements and other projected non-public financial data relating to Knight on a standalone basis for the fiscal years ending December 31, 2017 through 2021, prepared by Knight management as of April 5, 2017 (referred to as the “April 5 Knight Internal Forecasts”) and (ii) certain projected non-public financial statements and other projected non-public financial data relating to Swift on a standalone basis for the fiscal years December 31, 2017 through 2021, prepared by Knight management as of April 5, 2017 (referred to as the “April 5 Knight Forecasts for Swift” and, together with the April 5 Knight Internal Forecasts, the “April 5 Knight Forecasts”), in each case as furnished to Evercore by Knight management;

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reviewed certain historical and non-public projected operating data relating to Knight on a standalone basis, Swift on a standalone basis, and Knight and Swift on a combined basis, in each case prepared and furnished to Evercore by management of Knight;

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discussed the past and current operations, financial projections and current financial condition of Knight with management of Knight (including their views on the risks and uncertainties of achieving such projections);

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reviewed the reported prices and the historical trading activity of the Knight shares;

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compared the financial performance of Knight and its stock market trading multiples with those of certain other publicly traded companies that Evercore deemed to be relevant;

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compared the implied premia relating to the transaction with those of certain other transactions that Evercore deemed to be relevant;

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reviewed certain publicly available business and financial information relating to Swift that Evercore deemed to be relevant;

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reviewed certain historical non-public financial statements and other historical non-public financial data relating to Swift prepared and furnished to Evercore by management of Swift;

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reviewed certain projected non-public financial statements and other projected non-public financial data relating to Swift prepared and furnished to Evercore by management of Swift;

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participated in discussions with Swift management regarding the past and current operations, financial projections and current financial condition of Swift, including the views of Swift management on the risks and uncertainties of achieving such projections;

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reviewed the reported prices and the historical trading activity of the Swift shares;

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compared the financial performance of Swift and its stock market trading multiples with those of certain other publicly traded companies that Evercore deemed to be relevant;

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reviewed the financial terms, to the extent publicly available, of certain business combination transactions that Evercore deemed to be relevant;

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reviewed the synergies expected to result from the transaction, as estimated by management of Knight and furnished to Evercore by management of Knight;

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considered the potential pro forma financial impact of the transaction;

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reviewed a draft, dated April 8, 2017, of the merger agreement; and

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performed such other analyses and examinations and considered such other factors that Evercore deemed to be appropriate.

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For purposes of its analysis and opinion, Evercore assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, and Evercore did not and does not assume any liability therefor. Notwithstanding the foregoing, Evercore did not assume the accuracy or completeness of, and did not in any respect rely upon, (i) any non-public information relating to Swift that was prepared and furnished to Evercore by management of Swift or (ii) any statements made by management of Swift during discussions in which Evercore participated. With respect to the April 5 Knight Forecasts, which were furnished to Evercore by Knight management, Evercore assumed that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of Knight management as to the future competitive, operating and regulatory environments and related financial performance of both Knight and Swift. Further, in furnishing to Evercore the April 5 Knight Forecasts, Knight management informed Evercore that the April 5 Knight Forecasts did not reflect any potential effects with respect to certain legal proceedings involving Swift, and at the Knight board of directors’ instruction, Evercore did not factor any potential effects with respect to such proceedings into its analysis or opinion. Evercore further assumed that, in all material respects, the April 5 Knight Forecasts would be realized in the amounts and times indicated thereby. Evercore expressed no view as to the April 5 Knight Forecasts or any other projected financial data relating to Knight or Swift, or the assumptions on which any of the foregoing were based. Evercore relied, at the Knight board of directors’ direction, without independent verification, upon the assessments of Knight management as to the future operational performance of Knight on a standalone basis, Swift on a standalone basis, and Knight and Swift on a combined basis.

For purposes of rendering its opinion, Evercore assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the agreements described under “The Transaction Agreements” (referred to as the “transaction agreements”) were true and correct, that each

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party would perform all of the covenants and agreements required to be performed by it under the transaction agreements, and that all conditions to the consummation of the transaction would be satisfied without material waiver or modification thereof. Evercore further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the transaction would be obtained without any material delay, limitation, restriction or condition that would have an adverse effect material to Evercore’s analysis on Knight or Swift or the consummation of the transaction, or materially reduce the benefits of the transaction to Knight, Swift or the Knight stockholders.

Evercore did not make, nor did Evercore assume any responsibility for making, any independent valuation or appraisal of the assets or liabilities of Knight or Swift, nor was Evercore furnished with any such valuations or appraisals, and Evercore did not evaluate the solvency or fair value of Knight or Swift under any state, federal or foreign laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to it as of April 9, 2017 and financial, economic, monetary, market, regulatory and other conditions and circumstances as they existed and could be evaluated on such date. It is understood that subsequent developments may have affected or may affect the opinion, and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness of the merger consideration, from a financial point of view, to the Knight stockholders entitled to receive such merger consideration pursuant to the merger agreement. Evercore did not express any view on, and its opinion did not address, the fairness of the transaction to, or any consideration received or to be received in connection therewith by, the holders of any other securities of Knight, or creditors or other constituencies of Knight, or the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Knight, or any class of such persons, whether relative to the merger consideration or otherwise. Evercore assumed that any modification to the structure of the transaction would not vary in any respect material to its analysis. Evercore also assumed that none of the transaction agreements would vary from the form of the draft of each such document reviewed by Evercore in any manner material to its opinion. Evercore did not express any view on, and its opinion did not address, any other terms or other aspects of the transaction, including, without limitation, the form or structure of the transaction, the terms and conditions of the respective transaction agreements, or any other agreements or arrangements entered into or contemplated in connection with the transaction. Evercore’s opinion did not address the relative merits of the transaction as compared to other business or financial strategies that might be available to Knight, nor did it address the underlying business decision of Knight to engage in the transaction. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the Knight shares or any business combination or other extraordinary transaction involving Knight. Evercore’s opinion did not and does not constitute a recommendation to the Knight board of directors or to any other person in respect of the transaction, including as to how any Knight stockholder should vote or act in respect of the transaction. Evercore expressed no opinion as to the price at which Knight shares or class A shares of Swift will trade at any time. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by Knight and its advisors with respect to legal, regulatory, accounting and tax matters. Evercore’s opinion was only one of many factors considered by the Knight board of directors in its evaluation of the transaction, and should not be viewed as determinative of the views of the Knight board of directors with respect thereto.

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Summary of Material Financial and Comparative Analyses

Set forth below is a summary of the material financial and comparative analyses performed by Evercore and reviewed with the Knight board of directors in connection with delivering Evercore’s opinion. The summary of Evercore’s financial and comparative analyses described below is not a complete description of the analyses underlying its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description.

The summary of the analyses and reviews provided below includes information presented in tabular format. In order to fully understand Evercore’s analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Evercore’s analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Evercore’s analyses and reviews.

For purposes of its analyses, Evercore assumed that the following actions will occur sequentially: (i) the Swift Share Reclassification, (ii) the Reverse Stock Split and (iii) each Knight share issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive one combined company share. To the extent that any of the quantitative data used in Evercore’s financial analyses or described in this summary thereof is based on market data, it is based on market data as it existed on or before April 7, 2017, the last trading day before the public announcement of the transaction, and is not necessarily indicative of current market conditions.

Discounted Cash Flow Analysis

Knight

Evercore performed a discounted cash flow analysis of Knight to calculate the estimated present value as of December 31, 2016 of the standalone unlevered, after-tax free cash flows that Knight was projected to generate for each of the calendar years from January 1, 2017 through December 31, 2021, respectively calculated to be $123 million, $119 million, $136 million, $148 million and $155 million, in each case based on the April 5 Knight Forecasts. The standalone unlevered, after-tax free cash flows that Knight was projected to generate for each of the calendar years from January 1, 2017 through December 31, 2021 were calculated by adding back depreciation and amortization, adding back or deducting, as applicable, changes in net working capital, deducting capital expenditures, net of proceeds from sales, adding back or deducting, as applicable, changes in deferred tax liability, and adding back or deducting, as applicable, other income and cash flow items to, in each case, Knight’s earnings before interest and taxes (“EBIT”) for such years, less estimated taxes at Knight’s projected tax rate (in each case based on the April 5 Knight Forecasts). Evercore also calculated a terminal value for Knight by applying perpetuity growth rates ranging from 2% to 4%, based on its professional judgment given the nature of Knight and its business and the industries in which it operates, to the projected standalone unlevered, after-tax free cash flows of Knight in the terminal year. The cash flows and the terminal value were then discounted to present value using discount rates ranging from 9.5% to 11.5%, based on an estimate of Knight’s weighted average cost of capital, to derive a range of implied enterprise values for Knight. A range of implied equity values for Knight was then calculated by reducing the range of implied enterprise values by the amount of Knight’s net debt (calculated as debt less unrestricted cash and cash equivalents) and the amount of noncontrolling interest. Evercore’s analysis indicated implied per share equity value reference ranges for Knight on a standalone basis of  $16.86 to $27.34 using the perpetuity growth method.

Evercore also calculated a terminal value for Knight by applying multiples of enterprise value (“EV”), ranging from 7.0x to 9.0x, to projected earnings before interest, taxes, depreciation and amortization (“EBITDA”) for Knight in the terminal year (with such multiples of EV to EBITDA, or “EV/EBITDA”, based on an analysis of EV/EBITDA multiple trading ranges for Knight and certain selected companies). The cash flows and the terminal value were then discounted to present value using discount rates ranging from 9.5% to 11.5%, based on an estimate of Knight’s weighted average cost of capital, to derive a range of implied enterprise values for Knight. Evercore’s analysis calculating a terminal value using EV/EBITDA multiples indicated implied per share equity value reference ranges for Knight on a standalone basis of $24.59 to $32.44.

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Swift

Evercore performed a discounted cash flow analysis of Swift to calculate the estimated present value as of December 31, 2016 of the standalone unlevered, after-tax free cash flows that Swift was projected to generate for each of the calendar years from January 1, 2017 through December 31, 2021, respectively calculated to be $161 million, $200 million, $220 million, $224 million, and $234 million, in each case based on the April 5 Knight Forecasts. The standalone unlevered, after-tax free cash flows that Swift was projected to generate for each of the calendar years from January 1, 2017 through December 31, 2021 were calculated by adding back depreciation and amortization, adding back or deducting, as applicable, changes in net working capital, deducting capital expenditures, net of proceeds from sales, and adding back or deducting, as applicable, changes in deferred tax liability, to, in each case, Swift’s EBIT for such years, less estimated taxes at Swift’s projected tax rate (in each case based on the April 5 Knight Forecasts). Evercore also calculated a terminal value for Swift by applying perpetuity growth rates ranging from 2% to 4%, based on its professional judgment given the nature of Swift and its business and the industries in which it operates, to the projected standalone unlevered, after-tax free cash flows of Swift in the terminal year. The cash flows and the terminal value were then discounted to present value using discount rates ranging from 8.0% to 9.5%, based on an estimate of Swift’s weighted average cost of capital, to derive a range of implied enterprise values for Swift. A range of implied equity values for Swift was then calculated by reducing the range of implied enterprise values by the amount of Swift’s net debt (calculated as debt less unrestricted cash and cash equivalents) and the amount of noncontrolling interest. Evercore’s analysis indicated implied per share equity value reference ranges for Swift on a standalone basis of: (i) $11.39 to $25.53 ($19.38 to $40.63 after including the net present value of the Expected Synergies, as defined and described further below) using the perpetuity growth method before giving effect to the Reverse Stock Split and (ii) $15.82 to $35.46 ($26.91 to $56.43 after including the net present value of the Expected Synergies) using the perpetuity growth method after giving effect to the Reverse Stock Split.

Evercore also calculated a terminal value for Swift by applying multiples of EV/EBITDA ranging from 6.0x to 8.0x to projected EBITDA for Swift in the terminal year, with such multiples of EV/EBITDA based on an analysis of EV/EBITDA multiple trading ranges for Swift and certain selected companies. The cash flows and the terminal value were then discounted to present value using discount rates ranging from 8.0% to 9.5%, based on an estimate of Swift’s weighted average cost of capital, to derive a range of implied enterprise values for Swift. Evercore’s analysis calculating a terminal value using EV/EBITDA multiples indicated implied per share equity value reference ranges for Swift on a standalone basis of  (i) $16.87 to $25.13 before giving effect to the Reverse Stock Split and (ii) $23.43 to $34.91 after giving effect to the Reverse Stock Split.

Expected Synergies

Included in the April 5 Knight Forecasts were estimates of synergies expected to result from the combination of Knight and Swift (referred to as the “Expected Synergies”). At the time Evercore delivered its opinion, Knight management anticipated operating the Knight and Swift businesses separately following the closing. Moreover, Knight management expected that substantially all synergies arising from the combination of Knight and Swift would result from improvements to Swift’s operations following the closing. Accordingly, for valuation purposes, 100% of the Expected Synergies were attributed and allocated to Swift. Evercore performed a discounted cash flow analysis to calculate the implied per share equity value of  (i) the Expected Synergies after taxes that Swift was projected to generate for each of the calendar years from 2017 through 2021, respectively calculated to be $15 million (with such 2017 Expected Synergies calculated only for the post-closing period and not on a run-rate basis for the full year), $100 million, $150 million, $155 million, and $160 million and (ii) costs to achieve the Expected Synergies of  $15 million projected to be realized in each of 2017 and 2018. Evercore’s analysis using discount rates ranging from 8.0% to 9.5% and perpetuity growth rates ranging from 2.0% to 4.0% indicated implied per share equity values for the Expected Synergies of  (i) $7.99 to $15.10 before giving effect to the Reverse Stock Split and (ii) $11.10 to $20.98 after giving effect to the Reverse Stock Split.

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Implied Exchange Ratio

Based on its discounted cash flow analyses described above, Evercore calculated a series of implied exchange ratio reference ranges with respect to the merger exchange ratio by (i) dividing the low end of the applicable implied per share equity value reference range for Knight by the high end of the applicable implied per share equity value reference range for Swift (after giving effect to the Reverse Stock Split) and (ii) dividing the high end of the applicable implied per share equity value reference range for Knight by the low end of the applicable implied per share equity value reference range for Swift (after giving effect to the Reverse Stock Split). These analyses indicated the following reference ranges:

(1)

As described above under “Expected Synergies,” 100% of the Expected Synergies were attributed and allocated to Swift for valuation purposes. Accordingly, the Merger Exchange Ratio Reference Range calculated with respect to the Perpetuity Growth Method with Synergies has a lower range than that calculated with respect to each of the Perpetuity Growth Method and EBITDA Multiple Method.

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Public Company Trading Multiples Analyses

In performing a public company trading multiples analysis of Knight and Swift, Evercore reviewed publicly available financial and market information for both Knight and Swift, for the two “larger” public companies listed in the table below, and for the five “smaller” public companies listed in the table below (the “larger” and “smaller” companies together are referred to as the “Selected Publicly Traded Companies”). Evercore deemed the Selected Publicly Traded Companies most relevant to consider in relation to Knight and Swift, respectively, based on Evercore’s professional judgment and experience and because the Selected Publicly Traded Companies are public trucking companies with operations that, for purposes of this analysis, Evercore considered similar to the operations of one or more of the business lines of Knight and Swift. Evercore selected only two “larger” companies because there are only two publicly traded trucking companies, that in its professional judgment and experience, are similar to Knight and Swift in terms of their market equity values (as of April 7, 2017, the last trading day before public announcement of the proposed transaction) and profitability (measured in terms of Adjusted Operating Ratio) as well as, among other factors, their scale of operations, geographic presence, service offerings, and/or end markets served.

In addition, based on its experience and professional judgment, Evercore determined to separately analyze the “larger” and “smaller” Selected Publicly Traded Companies. The “larger” companies were distinguished by their market equity values (as of April 7, 2017, the last trading day before public announcement of the proposed transaction) and profitability (measured in terms of Adjusted Operating Ratio) and were deemed more similar to Knight and Swift in terms of, among other factors, scale of operations, geographic presence, service offerings, and/or end markets served. Accordingly, Evercore deemed the “smaller” companies less relevant than the “larger” companies for purposes of determining the various multiples that Evercore applied to Knight and Swift, as described below. The financial data of the Selected Publicly Traded Companies used by Evercore for this analysis were based on data from FactSet Research Systems, Inc. (“FactSet”), company filings, and consensus projections Institutional Brokers’ Estimate System (“IBES”).